EXHIBIT 5.1
[Letterhead of McGuireWoods LLP]
August 15, 2001
Board of Directors
Media General, Inc.
333 East Franklin Street
Richmond, VA 23219
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of up to U.S. $1,200,000,000 aggregate offering price of
certain senior debt securities ("Senior Debt Securities"), guarantees of the
Senior Debt Securities ("Guarantees") by the guarantors described in the
Registration Statement (the "Guarantors"), Class A Common Stock ($5.00 par
value), Preferred Stock ($5.00 par value), stock purchase contracts, stock
purchase units and any similar securities that may be registered pursuant to any
subsequent related registration statement that the Company may hereafter file
with the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act (collectively, the "Securities"). Capitalized terms used and not
defined herein have the meanings assigned to them in the Registration Statement.
In connection with the offering of the Securities, you have requested our
opinion with respect to the matters set forth herein.
In connection with the delivery of this opinion, we have examined originals
or copies of the organizational documents and bylaws of the Company and the
Guarantors, the Registration Statement and the exhibits thereto, certain
resolutions adopted by the Boards of Directors of the Company and the Guarantors
and such other records, agreements, instruments, certificates and other
documents of public officials, the Company, the Guarantors and their officers
and representatives, and have made such inquiries of the Company, the Guarantors
and their officers and representatives, as we have deemed necessary or
appropriate in connection with the opinions set forth herein. We are familiar
with the proceedings heretofore taken, and with the additional proceedings
proposed to be taken, by the Company and the Guarantors in connection with the
authorization, registration, issuance and sale of the Securities. With respect
to certain factual matters, we have relied upon representations from, or
certificates of, officers of the Company and the Guarantors. In making such
examination and rendering the opinions set forth below, we have assumed without
verification the authenticity of all documents submitted to us as originals and
the conformity to the originals of all documents submitted to us as certified or
photostatic copies and the legal capacity of all individuals executing such
documents.
Based on such examination and review, and subject to the foregoing and to
the limitations and qualifications stated below, we are of the opinion that when
the terms of any class or series of the Securities have been authorized by
appropriate action of the Company and such Securities have been issued and sold
as described in the Registration Statement, the
August 15, 2001
Page 2
prospectus, the applicable prospectus supplement and any underwriting or similar
sales or distribution agreement and, with respect to the Senior Debt Securities,
when the Indenture and any supplemental indentures to be entered into in
connection with the issuance of any Senior Debt Securities have been duly
authorized, executed and delivered by the Trustee, the Company and the
Guarantors and when such Senior Debt Securities have been duly executed,
authenticated and delivered in accordance with the Indenture and any related
supplemental indentures, then (i) the Securities will be legally issued and,
with respect to the Class A Common Stock and the Preferred Stock, fully paid and
nonassessable and (ii) the Senior Debt Securities and the Guarantees will
constitute valid and binding obligations of the Company and the Guarantors,
respectively, enforceable in accordance with their terms, subject to the effects
of applicable bankruptcy, insolvency, fraudulent transfer, and similar laws
affecting creditors' rights generally; equitable principles of general
applicability and public policy considerations that may limit the rights of
parties to obtain certain remedies.
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such Security, (i) the Boards of
Directors of the Company and, if applicable, the Guarantors shall have duly
established the terms of such Security and duly authorized the issuance and sale
of such Security and such authorization shall not have been modified or
rescinded; (ii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded; and (iii)
there shall not have occurred any change in law affecting the validity or
enforceability of such Security. We have also assumed that none of the terms of
any Security to be established subsequent to the date hereof, nor the issuance
and delivery of such Security, nor the compliance by the Company or the
Guarantors with the terms of such Security will violate any applicable law or
will result in a violation of any provision of any instrument or agreement then
binding upon the Company or the Guarantors, or any restriction imposed by any
court or governmental body having jurisdiction over the Company or the
Guarantors.
This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the States of Florida, Georgia and New York and to
the General Corporation Law of the State of Delaware and the Alabama Limited
Liability Company Act, and we have not considered, and we express no opinion as
to, the laws of any other jurisdiction.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the statements made with regard to our firm under
the caption "LEGAL MATTERS" appearing in the prospectus that is a part of the
Registration Statement, and in any supplements thereto and any related
registration statements filed pursuant to Rule 462(b) under the Securities Act.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ McGuireWoods LLP