GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
----------
200 Park Avenue, New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
February 3, 2006
Direct Dial Client Matter No.
(212) 351-4000 19761-00002
Fax No.
(212) 351-4035
Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
12405 Powerscourt Drive
St. Louis, Missouri 63131
Re: Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
Registration Statement on Form S-4 (Registration No.
333-131251), as amended
Ladies and Gentlemen:
As counsel for Charter Communications Holdings, LLC, a Delaware limited
liability company (the "Guarantor"), CCH I Holdings, LLC, a Delaware limited
liability company ("CIH"), CCH I Holdings Capital Corp., a Delaware corporation
("CIH Capital" and together with CIH, the "CIH Issuers"), CCH I, LLC, a Delaware
limited liability company ("CCH I"), and CCH I Capital Corp., a Delaware
corporation ("CCH I Capital" and together with CCH I, the "CCH I Issuers"), we
have examined the Registration Statement on Form S-4 (Registration No.
333-131251) (the "Registration Statement"), filed on January 24, 2006 with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), as amended on February 3, 2006,
in connection with the offering of the following securities:
Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
February 3, 2006
Page 2
- $150,704,000 principal amount of 11.125% Senior Notes due 2014
issued by the CIH Issuers and guaranteed by the Guarantor (the
"11.125% Notes due 2014");
- $470,907,287 principal amount at maturity of 9.920% Senior Discount
Notes due 2014 issued by the CIH Issuers and guaranteed by the
Guarantor (the "9.920% Notes due 2014");
- $299,098,000 principal amount at maturity of 10.00% Senior Accreting
Notes due 2014 issued by the CIH Issuers and guaranteed by the
Guarantor (the "10.00% Notes due 2014");
- $814,590,000 principal amount at maturity of 11.75% Senior Accreting
Notes due 2014 issued by the CIH Issuers and guaranteed by the
Guarantor (the "11.75% Notes due 2014");
- $580,671,000 principal amount at maturity of 13.50% Senior Accreting
Notes due 2014 issued by the CIH Issuers and guaranteed by the
Guarantor (the "13.50% Notes due 2014");
- $216,719,000 principal amount at maturity of 12.125% Senior
Accreting Notes due 2015 issued by the CIH Issuers and guaranteed by
the Guarantor (the "12.125% Notes due 2015"); and
- $3,525,000,000 in principal amount of 11.00% Senior Secured Notes
due 2015 issued by the CCH I Issuers and guaranteed by the Guarantor
(the "11.00% Notes due 2015").
The 11.125% Notes due 2014, the 9.920% Notes due 2014, the 10.00% Notes due
2014, the 11.75% Notes due 2014, the 13.50% Notes due 2014, and the 12.125%
Notes due 2015 are collectively referred to herein as the "CIH Notes." The
guarantees of the CIH Notes are collectively referred to herein as the "CIH
Guarantees." The 11.00% Notes due 2015 are referred to herein as the "CCH I
Notes." The guarantee of the CCH I Notes is referred to herein as the "CCH I
Guarantee."
The CIH Notes will be issued pursuant to an indenture (the "CIH
Indenture") dated as of September 28, 2005 among the CIH Issuers, the Guarantor
and the Bank of New York Trust Company, NA, as trustee (the "Trustee"). The CCH
I Notes will be issued pursuant to an indenture (the "CCH I Indenture") dated as
of September 28, 2005 among the CCH I Issuers, the
Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
February 3, 2006
Page 3
Guarantor and the Trustee. The CIH Notes, the CCH I Notes, the CIH Indenture,
the CIH Guarantees, the CCH I Indenture, and the CCH I Guarantee are referred to
herein as the "Note Documents." The CIH Notes, the CCH I Notes, the CIH
Guarantees and the CCH I Guarantee are being issued in exchange for certain
outstanding notes and guarantees of the CIH Issuers, CCH I Issuers and the
Guarantor, respectively (the "Outstanding Notes" and "Outstanding Guarantees",
respectively), all as described in the Registration Statement.
We have examined the originals, or photostatic or certified copies, of the
Note Documents and such records of the CIH Issuers, the CCH I Issuers and the
Guarantor and certificates of officers of the CIH Issuers, the CCH I Issuers and
the Guarantor and of public officials and such other documents as we have deemed
relevant and necessary as the basis for the opinions set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject
to the assumptions, qualifications and limitations stated therein, we are of the
opinion that:
1. The CIH Notes and CCH I Notes, when executed and authenticated in
accordance with the provisions of the CIH Indenture or CCH I Indenture, as
applicable, and offered in exchange for the respective Outstanding Notes,
as described in the Registration Statement, will be legal, valid and
binding obligations of the CIH Issuers and the CCH I Issuers,
respectively, enforceable against them in accordance with their respective
terms;
2. When the (i) CIH Notes and CIH Guarantees endorsed thereon and
(ii) the CCH I Notes and CCH I Guarantee endorsed thereon have been duly
executed and authenticated in accordance with the provisions of the CIH
Indenture or CCH I Indenture, as applicable, and offered in exchange for
the respective Outstanding Guarantees, as described in the Registration
Statement, the CIH Guarantees and CCH I Guarantee will be the legal, valid
and binding obligations of the Guarantor, enforceable against it in
accordance with their terms.
The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions:
Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
February 3, 2006
Page 4
A. The effectiveness of the Registration Statement under the
Act will not have been terminated or rescinded.
B. We render no opinion herein as to matters involving the laws of
any jurisdiction other than the State of New York, the United States of
America and the Delaware General Corporation Law and the Delaware Limited
Liability Company Act. We are not admitted to practice in the State of
Delaware; however, we are generally familiar with the Delaware General
Corporation Law and the Delaware Limited Liability Company Act as
currently in effect and have made such inquiries as we consider necessary
to render the opinions set forth above. This opinion is limited to the
effect of the current state of the laws of the State of New York, the
United States of America and, to the limited extent set forth above, the
Delaware General Corporation Law and the Delaware Limited Liability
Company Act and the facts as they currently exist. We assume no obligation
to revise or supplement this opinion in the event of future changes in
such laws or the interpretations thereof or such facts.
C. Our opinions set forth herein are subject to (i) the effect of
any bankruptcy, insolvency, reorganization, moratorium, arrangement or
similar laws affecting the enforcement of creditors' rights generally
(including, without limitation, the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers) and (ii) general
principles of equity, regardless of whether a matter is considered in a
proceeding in equity or at law, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other
equitable remedies.
D. We express no opinion regarding the effectiveness of (i) any
waiver of stay, extension or usury laws or of unknown future rights or
(ii) provisions relating to indemnification or contribution, to the extent
such provisions may be contrary to public policy or federal or state
securities laws.
Charter Communications Holdings, LLC
CCH I Holdings, LLC
CCH I, LLC
CCH I Holdings Capital Corp.
CCH I Capital Corp.
February 3, 2006
Page 5
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption
"Legal Matters" in the Registration Statement and the prospectus that forms a
part thereof. In giving these consents, 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.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP