EXHIBIT 99.4
KIRKPATRICK & LOCKHART LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222-2312
Telephone (412) 355-6500
Facsimile (412) 355-6501`
www.kl.com
May 26, 1999
Avalon Cable of Michigan, Inc.
800 Third Street, Suite 3100
New York, New York 10022
Ladies and Gentlemen:
You have requested our opinion concerning the matters set forth below
relating to the Supplemental Indenture dated as of March 26, 1999 (the
"Supplemental Indenture"), by and among Avalon Cable LLC, a Delaware limited
liability company ("Avalon LLC"), Avalon Cable of Michigan Holdings, Inc., a
Delaware corporation ("Michigan Holdings"), Avalon Cable Holdings Finance, Inc.,
a Delaware corporation ("Avalon Finance"), Avalon Cable of Michigan, Inc., a
Pennsylvania corporation ("Avalon-Pennsylvania"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee") under the Indenture
dated as of December 10, 1998, by and among Michigan Holdings, Avalon LLC,
Avalon Finance, and the Trustee, providing for the issuance of an aggregate
principal amount at issuance of up to $160.4 million of 11-7/8% Senior Discount
Notes due 2008 (the "Notes").
In connection with rendering the opinions set forth below, we have examined
the Supplemental Indenture. As to certain matters of fact that are material to
our opinions we have also examined and relied on certificates of public
officials and certificates of the Chief Executive Officer, President and
Secretary of Avalon-Pennsylvania (the "Officer's Certificates"). Copies of the
Officer's Certificates have previously been furnished to you. We have not
independently established any of the facts so relied on. With your permission,
we have made no factual investigation other than our review of the documents
referenced above.
We have assumed that each document submitted to us is accurate and
complete, that each such document that is an original is authentic, that each
such document that is a copy conforms to an authentic original, that all
signatures on each such document are genuine, and that no changes in the facts
certified in the Officer's Certificates or certificates of public officials have
occurred or will occur after their respective dates. We have assumed that
Avalon-Pennsylvania's Articles of Incorporation and Bylaws (the "Charter
Documents") and all amendments to such Charter Documents have been adopted in
accordance with all applicable legal requirements. We have also assumed that
each natural person who has taken any action relevant to any of our opinions in
the
Avalon Cable of Michigan, Inc.
May 26, 1999
Page 2
capacity of director or officer was duly elected to that director or officer
position and held that position when such action was taken. We have not
verified any of those assumptions.
The opinions expressed in this opinion letter are limited to the laws of
the Commonwealth of Pennsylvania. We are not opining on, and we assume no
responsibility with respect to, the applicability to or effect on any of the
matters covered herein of the laws of any other jurisdiction, Federal law, or
the local laws of any jurisdiction. In this regard we note that the Indenture
and the Supplemental Indenture provide that they are to be governed by New York
law. Except to the extent expressly set forth below, we express no opinion as
to the enforceability of the Indenture or the Supplemental Indenture. We
express no opinion as to whether any of the transactions or arrangements
constituting the Reorganization constitute deemed distributions to or for the
benefit of shareholders as defined in the Pennsylvania Business Corporation Law
of 1988, as amended, or as to the application of Pennsylvania statutes or rules
of law relating to fraudulent transfers or as to the adequacy of the
consideration for any of the transactions constituting the Reorganization. We
also express no opinion as to the applicability or effect, if any, on the
opinions rendered herein of the litigation described in Note 3 of the Notes to
Condensed Consolidated Financial Statements of Cable Michigan, Inc. included in
the Offering Memorandum dated December 3, 1998 relating to the Notes.
Based on the foregoing, and subject to the foregoing and the additional
qualifications and other matters set forth below, it is our opinion that:
1. Avalon-Pennsylvania is a corporation duly incorporated and validly
subsisting under the laws of the Commonwealth of Pennsylvania.
2. Avalon-Pennsylvania (a) has the requisite corporate power to execute,
deliver, and perform its obligations under the Supplemental Indenture, (b) has
taken all necessary corporate action to authorize the execution, delivery, and
performance of the Supplemental Indenture, and (c) has duly executed and
delivered the Supplemental Indenture.
3. The execution and delivery by Avalon-Pennsylvania of, and the
performance by Avalon-Pennsylvania of its obligations under, the Supplemental
Indenture do not violate Avalon-Pennsylvania's Articles of Incorporation or By-
laws.
4. The execution and delivery by Avalon-Pennsylvania of, and the
performance by Avalon-Pennsylvania of its obligations under, the Supplemental
Indenture do not violate the Pennsylvania Business Corporation Law of 1988, as
amended, or any other law, rule or regulation of the Commonwealth of
Pennsylvania (except that we express no opinion as to compliance with any laws,
rules or regulations governing or regulating securities matters).
We are furnishing this opinion letter to you solely in connection with the
Supplemental Indenture. You may not rely on this opinion letter in any other
connection, and it may not be
Avalon Cable of Michigan, Inc.
May 26, 1999
Page 3
furnished to or relied upon by any other person for any purpose, without our
specific prior written consent, except that (i) you may furnish a copy to your
counsel, Kirkland & Ellis, who may rely upon this opinion letter as if this
letter were addressed to it, and (ii) we hereby consent to the filing of this
opinion letter as an exhibit to the registration statement that you have advised
us you intend to file under the Securities Act of 1933 relating to the Notes.
The foregoing opinions are rendered as of the date of this letter. We
assume no obligation to update or supplement any of our opinions to reflect any
changes of law or fact that may occur.
Yours truly,
/s/ KIRKPATRICK & LOCKHART LLP
KIRKPATRICK & LOCKHART LLP