EXHIBIT 5.1
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
(212) 603-2000
New York, New York
June 5, 1997
ICG Communications, Inc.
ICG Holdings, Inc.
9605 East Maroon Circle
Englewood, CO 80112
Re: ICG HOLDINGS, INC.; ICG COMMUNICATIONS, INC.
REGISTRATION STATEMENT ON FORM S-4
REGISTRATION NO. 333-24359
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Ladies and Gentlemen:
As counsel for ICG Holdings, Inc., a Colorado
corporation ("Holdings"), we have been requested to furnish
our opinion as to matters hereinafter set forth in
connection with the proposed issuance by Holdings of (i)
$176,000,000 in aggregate principal amount of its 11 5/8%
Senior Exchange Discount Notes due 2007 (the "Exchange
Notes"), under an Indenture dated March 11, 1997, among
Holdings, ICG Communications, Inc., a Delaware corporation,
and Norwest Bank Colorado, National Association (the
"Trustee"), in exchange for its outstanding 11 5/8% Senior
Discount Notes due 2007 (the "Note Exchange Offer"), and
(ii) 100,000 shares of New Exchangeable Preferred Stock
(the "New Preferred Stock") in exchange for its outstanding
Exchangeable Preferred Stock (the "Preferred Stock Exchange
Offer"). The issuance of the Exchange Notes pursuant to
the Note Exchange Offer and the issuance of the New
Preferred Stock pursuant to the Preferred Stock Exchange
Offer will be registered under the Securities Act of 1933,
as amended (the "Act"), pursuant to a registration
statement on Form S-4, as amended (Registration No.
333-24359) (the "Registration Statement"), which
Registration Statement sets forth the terms and conditions
of the Note Exchange Offer and the Preferred Stock Exchange
Offer. In connection herewith, we have examined the Second
Amended and Restated Articles of Incorporation and By-Laws
ICG Communications, Inc.
ICG Holdings, Inc.
June 5, 1997
Page 2
of Holdings and the minutes of the Board of Directors of
Holdings with respect to the registration of the Exchange
Notes and the New Preferred Stock, and the issuance of the
Exchange Notes and the New Preferred Stock. We have also
examined such other documents, records, certificates of
public officials and such matters of law as we have deemed
necessary or appropriate for the purpose of rendering this
opinion.
We are members of the bar of the State of New
York and are not licensed or admitted to practice law in
any other jurisdiction. Accordingly, we have not reviewed
and we express no opinion with respect to the laws of any
jurisdiction other than the State of New York. In
connection with the opinions expressed herein, we have
relied upon, as to matters involving the application of
laws of Colorado, the opinion letter of Sherman & Howard
dated the date hereof.
Based upon the foregoing, we are of the opinion
that:
1. When the Exchange Notes are duly executed by
Holdings and authenticated by the Trustee in accordance
with the terms of the Indenture and issued in accordance
with the terms of the Note Exchange Offer, the Exchange
Notes will be duly authorized and constitute valid and
binding obligations of Holdings.
2. When the New Preferred Stock is issued in
accordance with the terms of the Preferred Stock Exchange
Offer, the New Preferred Stock will be validly issued,
fully paid and non-assessable shares of preferred stock of
Holdings.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the
reference to this firm appearing in the Prospectus under
the heading "Legal Matters." In giving the foregoing
consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP