1
Exhibit 5
[Letterhead of Willkie Farr & Gallagher]
October 25, 1996
LCI International, Inc.
8180 Greensboro Drive, Suite 800
McLean, VA 22102
Re: LCI International, Inc. -
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to LCI International, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of $300,000,000 aggregate principal amount of
the Company's senior and subordinated debt securities (collectively, the "Debt
Securities"), preferred stock, par value $.01 per share (the "Preferred
Stock"), common stock, par value $.01 per share (the "Common Stock"), and
warrants to purchase shares of Common Stock and/or Preferred Stock (the
"Warrants"). We have also acted as counsel to (i) LCI International Management
Services, Inc., (ii) LCI International Telecom Corp. and (iii) LCI
International SC, Inc. ((i), (ii) and (iii) collectively, the "Guarantors") in
connection with the guarantee of the Debt Securities by the Guarantors (the
"Guarantees") and the registration thereof under the Act. The Debt Securities,
Preferred Stock, Common Stock and Warrants are herein referred to collectively
as the "Securities." The Securities and the Guarantees may be issued from time
to time by the Company and the Guarantors, as applicable, after the
registration statement to which this opinion is an exhibit (the "Registration
Statement") becomes effective. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Registration
Statement.
We are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Securities and
for purposes of this opinion have assumed that such proceedings will be timely
completed. We have also assumed that the number of shares of Preferred Stock
and Common Stock issued pursuant to the Registration Statement, together with
the
2
LCI International, Inc.
October 25, 1996
Page 2
shares of Preferred Stock and Common Stock issued and outstanding at the time
of issuance of such shares pursuant to the Registration Statement, will not
exceed the number of shares of Preferred Stock and Common Stock then authorized
pursuant to the Company's Amended and Restated Certificate of Incorporation.
We have examined such documents, corporate records and instruments as we have
considered necessary for purposes of this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to originals of all
documents submitted to us as certified copies or photocopies. In rendering the
opinions expressed below, we have relied on factual representations by Company
officials and statements of fact contained in the documents we have examined.
On the basis of the foregoing and having regard for legal considerations we
deem relevant, we are of the opinion that:
1. Upon the taking of appropriate corporate action by the
Company, the shares of Common Stock will be validly issued, fully paid and
nonassessable, when sold and delivered at the price and in accordance with the
terms set forth in the Registration Statement and the supplement or supplements
to the Prospectus included therein.
2. Upon the taking of appropriate corporate action by the
Company, the shares of Preferred Stock will be validly issued, fully paid and
nonassessable, when sold and delivered at the price and in accordance with the
terms set forth in the Registration Statement and the supplement or supplements
to the Prospectus included therein.
3. Upon the taking of appropriate corporate action by the
Company, the due execution and delivery by the parties thereto of the Senior
Indenture and the Subordinated Indenture, and each amendment of or supplement
to the Senior Indenture and the Subordinated Indenture, as the case may be
(each such Indenture, as so amended or supplemented, being referred to as an
"Indenture," and the Trustee under any Indenture being referred to as a
"Trustee"), assuming that the relevant Indenture is consistent with the form
thereof filed as an exhibit to the Registration Statement, the qualification of
the Senior Indenture and the Subordinated Indenture, as the case may be, under
the Trust Indenture Act of 1939 (the "TIA"), the qualification of the trustee
to act under subsection (a) of Section 310 of the TIA in accordance with the
rules and
3
LCI International, Inc.
October 25, 1996
Page 3
regulations prescribed by the Commission under Section 305(b)(2) of the TIA,
the due execution of the Debt Securities on behalf of the Company, the due
authentication of the Debt Securities by the relevant Trustee, and the sale and
delivery at the price and in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the Prospectus
included therein, the Debt Securities will be duly and validly authorized and
will be valid and binding obligations of the Company, entitled to the benefits
of the relevant Indenture, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
4. Upon the taking of appropriate corporate action by the
Guarantors and the due execution and delivery by the Guarantors of the Senior
Indenture and the Subordinated Indenture, as applicable, the Guarantees, when
issued, will constitute valid and binding obligations of the Guarantors
entitled to the benefits of the relevant Indenture, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
5. Upon the taking of appropriate corporate action by the
Company, the due execution and delivery by the parties thereto of a Warrant
Agreement relating to the Warrants, and each amendment thereof or supplement
thereto (such Warrant Agreement, as so amended or supplemented, being referred
to as a "Warrant Agreement"), the due execution of the Warrants on behalf of
the Company, the due authentication of the Warrants by the relevant Warrant
Agent, and the sale and delivery at the price and in accordance with the terms
set forth in the Registration Statement and the supplement or supplements to
the Prospectus included therein, the Warrants will be validly issued, fully
paid and nonassessable. Upon the taking of appropriate corporate action by the
Company, the shares of Common Stock and/or Preferred Stock issuable upon
exercise of the Warrants will be validly issued, fully paid and nonassessable,
when sold and delivered in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the Prospectus
included therein and at the price and in accordance with terms of the Warrant
Agreement relating to such Warrants.
4
LCI International, Inc.
October 25, 1996
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus. In giving such consent, we do not thereby
admit that we come within the category of the persons whose consent is required
under Section 7 of the Act.
This opinion is being delivered to you and the opinions expressed herein are
solely for your benefit in connection with the transactions contemplated
hereby. This opinion may not be relied upon by any other person or for any
other purpose and is not to be used, circulated, quoted or otherwise disclosed.
Very truly yours,
/s/ Willkie Farr & Gallagher