EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
May 26, 1999
Avalon Cable LLC,
Avalon Cable Holdings Finance, Inc.,
Avalon Cable of Michigan Holdings, Inc.,
Avalon Cable of Michigan, Inc.
800 Third Street
Suite 3100
New York, NY 10022
Re: Avalon Cable LLC,
Avalon Cable Holdings Finance, Inc.,
Avalon Cable of Michigan Holdings, Inc., and
Avalon Cable of Michigan, Inc.
Registration Statement on Form S-4
Registration No. 333-75415
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Avalon Cable LLC, a Delaware limited liability company ("Avalon Holdings"),
and Avalon Cable Holdings Finance, Inc., a Delaware corporation ("Holdings
Finance" and, together with Avalon Holdings, the "Issuers") and Avalon Cable of
Michigan Holdings, Inc., a Delaware corporation ("Michigan Holdings"), and
Avalon Cable of Michigan, Inc., a Pennsylvania corporation, ("Avalon Michigan"
and, together with Michigan Holdings, the "Guarantors" and, together with the
Issuers, the "Registrants"), in connection with the proposed registration by the
Issuers of up to $196,000,000 in aggregate principal amount of the Issuers'
11 7/8% Series B Senior Discount Notes due 2008 (the "Exchange Notes"), pursuant
to a Registration Statement on Form S-4 (Registration No. 333-75415) originally
filed with the Securities and Exchange Commission (the "Commission") on March
31, 1999, under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The obligations of Avalon Holdings under the
Exchange Notes will be guaranteed by the Guarantors (the
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May 26, 1999
Page 2
"Guarantees"). The Exchange Notes are to be issued pursuant to the Indenture (as
supplemented, the "Indenture"), dated as of December 10, 1998, among Avalon
Holdings, Michigan Holdings and Holdings Finance, as issuers, and The Bank of
New York, as trustee, as supplemented by the Supplemental Indenture (the
"Supplemental Indenture"), dated as of March 26, 1999, among Avalon Holdings,
Michigan Holdings and Holdings Finance, as issuers, Avalon Michigan, as
guarantor, and The Bank of New York, as trustee. The Guarantees are to be issued
pursuant to the Supplemental Indenture. The Exchange Notes and the Guarantees
are to be issued in exchange for and in replacement of the Issuers' outstanding
11 7/8% Senior Discount Notes due 2008 (the "Old Notes"), of which $196,000,000
in aggregate principal amount is outstanding.
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 for the purposes of this
opinion, including (i) the Certificate of Incorporation and By-Laws or limited
liability company agreement, as applicable, of the Registrants, (ii) minutes and
records of the corporate or limited liability company proceedings of the
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (iii) the Registration Statement, and (iv) the Registration Rights
Agreement, dated December 10, 1998, among Avalon Holdings, Michigan Holdings,
Finance Holdings, Lehman Brothers Inc. and Barclays Capital.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others. In rendering the opinion below regarding Avalon Michigan, we have relied
on the opinion of Kirkpatrick & Lockhart LLP, which is filed as Exhibit 99.4 to
the Registration Statement.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization,
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May 26, 1999
Page 3
fraudulent transfer, fraudulent conveyance, moratorium or other similar law
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies and (iv) any laws except
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the Delaware case law decided thereunder, the Limited Liability
Company Act of the State of Delaware and the federal laws of the United States
of America.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the purchasers
thereof in exchange for the Old Notes, the Exchange Notes and the Guarantees
will be validly issued and binding obligations of the Registrants.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this 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 Commission.
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May 26, 1999
Page 4
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
Kirkland & Ellis