EXHIBIT 8.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
October 5, 1995
Time Warner Inc.
----------------
Time Warner Capital I
---------------------
Preferred Trust Securities
--------------------------
Ladies and Gentlemen:
We have acted as counsel for Time Warner Inc., a Delaware corporation (the
"Company"), and Time Warner Capital I, a statutory business trust created under
the Business Trust Act of the State of Delaware (the "Trust"), in connection
with the proposed issuance by the Trust of Preferred Trust Securities (the
"Preferred Securities") pursuant to the terms of a declaration of trust, dated
as of August 2, 1995 (the "Declaration"), as amended and restated by an Amended
and Restated Declaration of Trust dated as of the date of issuance of the
Preferred Securities (as so amended and restated from time to time, the
"Amended Declaration"), among the Company, as sponsor, the trustees named
therein and the holders from time to time of undivided beneficial interests in
the assets of the Trust. The Preferred Securities will be guaranteed by the
Company on a subordinated basis with respect to distributions and payments upon
liquidation, redemption or otherwise (the "Guarantee") pursuant to a Guarantee
Agreement to be dated as of the date of issuance of the Preferred Securities
(the "Guarantee Agreement"), between the Company and The First National Bank of
Chicago, as Trustee (the "Guarantee Trustee"). The assets of the Trust will
consist of Subordinated Debentures of the Company (the "Subordinated
Debentures"), which will be issued under an indenture dated as of the date of
issuance of the Preferred Securities (the "Base Indenture"), between the Company
and Chemical Bank, as Trustee (the "Indenture Trustee"), and the First
2
Supplemental Indenture dated as of the date of issuance of the Preferred
Securities, between the Company and the Indenture Trustee under the Indenture
(the "Supplemental Indenture" and together with the Base Indenture, the
"Indenture").
In that connection, 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 purpose
of this opinion, including (a) the Restated Certificate of Incorporation of the
Company; (b) the By-laws of the Company; (c) the Registration Statement on Form
S-3 (Registration Nos. 33-61523 and 33-61523-01) filed with the Securities and
Exchange Commission (the "Commission") on August 2, 1995, as amended, (such
Registration Statement, including all material incorporated by reference
therein, the "Registration Statement"); (d) the Certificate of Trust of the
Trust dated August 2, 1995, and filed with the Secretary of State of the State
of Delaware on August 2, 1995; (e) the Declaration; (f) the form of the Amended
Declaration; (g) the form of the Indenture; (h) the form of the Supplemental
Indenture; (i) the form of Preferred Security attached as Exhibit B to the form
of Amended Declaration and a specimen thereof; (j) the form of Common Security
attached as Exhibit C to the form of Amended Declaration and a specimen thereof;
(k) the Guarantee Agreement; and (l) the form of Subordinated Debentures
attached as Exhibit A to the Indenture and a specimen thereof.
Based on the foregoing, we are of opinion that the statements set forth in
the Prospectus contained in the Registration Statement (the "Prospectus") under
the caption "United States Federal Income Taxation", to the extent they
constitute matters of law, accurately describe the material United States
Federal income tax consequences to holders of the acquisition, holding and
disposition of the Preferred Securities.
We also confirm that the statements set forth in the Prospectus under the
caption "United States Federal Income Taxation" purporting to describe our
opinion as to certain matters accurately describe our opinion as to those
matters.
3
We do not express any opinion as to any laws other than the Federal income
tax laws of the United States of America.
We know that we may be referred to in the Prospectus in the discussion
captioned "United States Federal Income Taxation", and we hereby consent to such
use of our name in the Registration Statement, as well as to the use of this
letter as an exhibit to the Registration Statement.
Very truly yours,
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019