EXHIBIT 5

                                 [Letterhead of]

                             CRAVATH, SWAINE & MOORE


                                                                 August 4, 1997

                                Time Warner Inc.
                           Time Warner Companies, Inc.

Ladies and Gentlemen:


               We have acted as counsel for Time Warner Companies, Inc., a
Delaware corporation (the "Issuer"), and Time Warner Inc., a Delaware
corporation (the "Guarantor"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Issuer and the
Guarantor with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
(i) the debt securities of the Issuer (the "Debt Securities") and (ii) the
guarantee of the Debt Securities by the Guarantor (the "Guarantee"). This
Registration Statement also constitutes a Post-Effective Amendment to the
Issuer's Registration Statements No. 33-50237 filed with the Commission on June
5, 1995 and No. 333-17171 filed with the Commission on December 3, 1996. The
Debt Securities will be issued under an Indenture dated as of January 15, 1993,
as amended by one or more supplements thereto (such Indenture, as so
supplemented being called the "Indenture"), between the Issuer and The Chase
Manhattan Bank (formerly known as Chemical Bank) (the "Trustee"), as Trustee,
filed as Exhibit 4.1 to the Issuer's Registration Statement No. 33-57030 with
the Commission on January 14, 1993 and incorporated by reference in the
Registration Statement.
               In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including (a) the Restated


 




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Certificate of Incorporation, as amended, of each of the Issuer and the
Guarantor, (b) the By-laws, as amended, of each of the Issuer and the Guarantor,
(c) the Indenture, (d) the Second Supplemental Indenture dated as of October
10, 1996, among the Issuer, the Guarantor and the Trustee (the "Second
Supplemental Indenture"), filed as Exhibit 4.1 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996 and incorporated by
reference in the Registration Statement, (e) the Third Supplemental Indenture
dated as of December 31, 1996, among the Issuer, the Guarantor and the Trustee,
filed as Exhibit 4.10 to the Guarantor's Annual Report on Form 10-K for the year
ended December 31, 1996, (f) the form of the Debt Securities, (g) the
resolutions of the Board of Directors of each of the Issuer and the Guarantor
authorizing the registration of the Debt Securities and the Guarantee and (h)
certain resolutions adopted by the Board of Directors of each of the Issuer and
the Guarantor.

               Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of opinion that:

               1.  The Issuer is a corporation validly existing
        and in good standing under the laws of the State of
        Delaware.

               2.  The Guarantor is a corporation validly
        existing and in good standing under the laws of the
        State of Delaware.


               3. The Second Supplemental Indenture containing the Guarantee
        has been duly authorized, executed, authenticated or countersigned
        and delivered in accordance with the provisions of the Indenture
        and constitutes legal, valid and binding obligation of the Guarantor,
        entitled to the benefits of the Indenture and enforceable against the
        the Guarantor in accordance with its terms.

               The opinion set forth above in paragraph 3 is qualified to the
extent we have assumed the due execution and delivery of the Indenture and
the Second Supplemental Indenture by the Trustee and by the Issuer and the
Guarantor (pursuant, in the case of the Trustee, to appropriate corporate
authority).

               Our opinion set forth above in paragraph 3 is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect. The enforceability of the Issuer's and the Guarantor's
obligations is also subject to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

               We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and the filing of this opinion as




 




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Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission promulgated thereunder.

                                        Very truly yours,


                                        /s/ Cravath, Swaine & Moore



Time Warner Inc.
Time Warner Companies, Inc.
     75 Rockefeller Plaza
         New York, NY 10019

349A