[Letterhead of]
                             CRAVATH, SWAINE & MOORE
                                [New York Office]

                                                                 August 11, 1998

                                Time Warner Inc.
                           Time Warner Companies, Inc.
                        Turner Broadcasting System, Inc.



Ladies and Gentlemen:

          We have acted as counsel for Time Warner Inc., a Delaware corporation
(the "Issuer"), Time Warner Companies, Inc., a Delaware corporation ("TWC") and
Turner Broadcasting System, Inc., a Georgia corporation ("TBS" and, together
with TWC, the "Guarantors"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Issuer and the
Guarantors 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
guarantees of the Debt Securities by the Guarantors (the "Guarantees"). The Debt
Securities and the Guarantees will be issued under the Indenture dated as of
June 1, 1998 (the "Indenture"), among the Issuer, the Guarantors and The Chase
Manhattan Bank (the "Trustee"), as Trustee, filed as Exhibit 4.1 to 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 Certificate of
Incorporation, as amended, of each of the Issuer, TWC and TBS, (b) the By-laws,
as amended, of each of the Issuer, TWC and TBS, (c) the Indenture, (d) the form
of the Debt Securities, (e) the resolutions of the Board of Directors of each of
the Issuer, TWC and TBS authorizing the registration of the Debt Securities and
the Guarantees and 












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(f) certain resolutions adopted by the Board of Directors of each of the Issuer,
TWC and TBS.

          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 State of Delaware.

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

                    3. TBS is a corporation validly existing and in good
               standing under the laws of the State of Georgia.

                    4. The Indenture has been duly authorized, executed and
               delivered, and the Debt Securities, when duly authorized, issued,
               authenticated and delivered in accordance with the terms of the
               Indenture, and the Guarantees related thereto, will constitute
               legal, valid and binding obligations of the Issuer and the
               Guarantors, respectively, entitled to the benefits of the
               Indenture and enforceable against the Issuer and the Guarantors,
               respectively, in accordance with their respective terms.

          The opinion set forth above in paragraph 4 is qualified to the extent
we have assumed the due execution and delivery of the Indenture by the Trustee
pursuant to appropriate corporate authority.

          Our opinion set forth above in paragraph 4 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 Guarantors' 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.

          Our opinion set forth above in paragraphs 3 and 4 in so far as it
involves matters of law of the State of Georgia is qualified to the extent we
have relied upon the opinion dated of even date herewith of Louise S. Sams,
Esq., 













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Vice President and General Counsel of TBS (the "Sams Opinion"), a copy of
which has been delivered to you, and we have assumed, without independent
investigation, the correctness of, and take no responsibility for, the Sams
Opinion.

          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
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,

                                        CRAVATH SWAINE & MOORE




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

337A