Exhibit 5
May 14, 1996
K-III Communications Corporation
745 Fifth Avenue
New York, NY 10151
Dear Sirs:
We have acted as counsel to K-III Communications Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-4 filed on the date hereof (as amended, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to (i) up to $300,000,000 in aggregate principal amount of 8 1/2% Senior
Notes due 2006 of the Company (the "Notes") to be issued in exchange for the
$300,000,000 in aggregate principal amount of the Company's outstanding 8 1/2%
Senior Notes due 2006 (the "Old Notes"), and the unconditional guarantees of
such Notes (the "Guarantees") by the subsidiaries of the Company listed on
Schedule I hereto (the "Guarantors"), (ii) up to 2,000,000 shares of $10.00
Series D Exchangeable Preferred Stock, par value $.01 per share and liquidation
value $100 per share, of the Company (the "Preferred Stock") to be issued in
exchange for the
K-III Communications Corp. -2- May 14, 1996
Company's $10.00 Series C Exchangeable Preferred Stock (the "Old Preferred
Stock"), and (iii) up to $200,000,000 in aggregate principal amount of the
Company's 10% Class D Subordinated Debentures due 2008 (the "Subordinated
Debentures") issuable, at the Company's option, in exchange for the Preferred
Stock, all as described in the Registration Statement.
The Notes will be issued under the Indenture dated as of January 24,
1996 (the "Indenture") among the Company and The Bank of New York, as Trustee
(the "Trustee"), which has been filed with the Commission as an exhibit to the
Registration Statement. The Preferred Stock will be issued pursuant to the
provisions of the Certificate of Incorporation of the Company, as amended, which
has been filed as an exhibit to the Registration Statement, and the certificate
of designations for the Preferred Stock (the "Certificate of Designations"), a
form of which has been filed as an exhibit to the Registration Statement. The
Subordinated Debentures, if and when issued, will be issued under an indenture,
a form of which has been filed as an exhibit to the Registration Statement (the
"Subordinated Debenture Indenture"), to be entered into between the Company and
The Bank of New York, as trustee (the "Subordinated Debenture Trustee").
We have reviewed the corporate action of the Company and the Guarantors
in connection with the proposed issuance and exchange of the Notes for the Old
Notes (including the Guarantees thereof) and the Preferred Stock for the Old
Preferred Stock and have examined, and have relied as to matters of fact upon,
originals or copies, certified or
K-III Communications Corp. -3- May 14, 1996
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments and such certificates or comparable documents of
public officials and of officers and representatives of the Company and the
Guarantors, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Notes have been duly authorized by the Company and upon
issuance and execution of the Notes by the Company, due authentication
of the Notes by the Trustee and delivery of the Notes in exchange for
the Old Notes in accordance with the terms of the prospectus included in
the Registration Statement (the "Prospectus"), the Notes will constitute
valid and legally binding obligations of the Company, enforceable against
the Company in accordance with their terms and entitled to the benefits of
the Indenture.
2. The Guarantees have been duly authorized by each of the Guarantors
incorporated in the State of New York or the State of Delaware (the "New
York/Delaware Guarantors") and upon issuance and execution of such
Guarantees by the New York/Delaware Guarantors, due authentication of the
Notes by the Trustee and delivery of the Notes in exchange for the Old
Notes in accordance with the terms of the Prospectus included in the
Registration Statement, such Guarantees will constitute valid and legally
binding obligations of each of the New York/Delaware Guarantors, enforceable
against each of them in accordance with their terms. Assuming that the
Guarantees have been duly authorized, executed and issued
K-III Communications Corp. -4- May 14, 1996
by each of the Guarantors incorporated in states other than the State of
New York or the State of Delaware (the "Non-New York/Delaware Guarantors")
and, assuming due authentication of the Notes by the Trustee, upon delivery
of the Notes in exchange for the Old Notes, in accordance with the terms of
the Prospectus included in the Registration Statement, such Guarantees will
constitute valid and legally binding obligations of each of the Non-New
York/Delaware Guarantors, enforceable against each of them in accordance
with their terms.
3. The Preferred Stock has been duly authorized and, when the
Certificate of Designations is filed with the Secretary of State of the
State of Delaware in accordance with Section 103 of the Delaware General
Corporation Law, and upon delivery of the Preferred Stock in exchange for
the Old Preferred Stock in accordance with the terms of the Prospectus
included in the Registration Statement, the Preferred Stock will be validly
issued, fully paid and nonassessable.
4. The Subordinated Debentures have been duly authorized and, upon
execution and delivery of the Subordinated Debenture Indenture by the
Company and the Subordinated Debenture Trustee and upon issuance and
execution of the Subordinated Debentures by the Company, due authentication
of the Subordinated Debentures by the Subordinated Debenture Trustee and
delivery of the Subordinated Debentures against receipt of shares of
Preferred Stock surrendered in exchange therefor in accordance with the
terms of the Subordinated Debenture Indenture and the Certificate of
Designations, the Subordinated Debentures will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms and entitled to the benefits of the
Subordinated Debenture Indenture.
Our opinions set forth in paragraph 1, 2 and 4 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
K-III Communications Corp. -5- May 14, 1996
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus included therein.
This opinion is rendered to you in connection with the above-described
transactions. This opinion may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other person, firm or corporation
without our prior written consent.
Very truly yours,
SIMPSON THACHER & BARTLETT
Schedule I
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Guarantor Jurisdiction of
--------- Incorporation
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Argus Publishers Corporation California
Bacon's Information, Inc. Delaware
Channel One Communications Corporation Delaware
Daily Racing Form, Inc. Delaware
DRF Finance, Inc. Delaware
The Electronics Source Book, Inc. Delaware
Funk & Wagnalls Yearbook Corp. Delaware
Haas Publishing Companies, Inc. Delaware
Intermodal Publishing Company, Ltd. New York
Intertec Market Reports, Inc. Delaware
Intertec Presentations, Inc. Colorado
Intertec Publishing Corporation Delaware
Krames Communications Incorporated Delaware
K-III Directory Corporation Delaware
K-III Holdings Corporation III Delaware
K-III HPC, Inc. Delaware
K-III KG Corporation--Massachusetts Massachusetts
K-III KG Corporation--New York I New York
K-III KG Corporation--New York II New York
K-III Magazine Corporation Delaware
K-III Magazine Finance Corporation Delaware
K-III Prime Corporation Delaware
K-III Reference Corporation Delaware
The Katharine Gibb Schools, Inc. Delaware
The Katharine Gibbs Schools of Montclair, New Jersey
Inc.
The Katharine Gibbs Schools of Norwalk, Inc. Connecticut
The Katharine Gibbs Schools of Piscataway, New Jersey
Inc.
The Katharine Gibbs Schools of Providence, Rhode Island
Inc.
K-III Communications Corp. -2-
Lifetime Learning Systems, Inc. Delaware
McMullen Argus Publishing, Inc. California
MH West, Inc. California
Musical America Publishing, Inc. Delaware
Nelson Publications, Inc. Delaware
Newbridge Communications, Inc. Delaware
Paramount Publishing Inc. California
PJS Publications, Inc. Delaware
R.E.R Publishing Corporation New York
Stagebill, Inc. Delaware
Symbol of Excellence Publishers, Inc. Alabama
Weekly Reader Corporation Delaware