EXHIBIT 5.01
Buchanan Ingersoll
PROFESSIONAL CORPORATION
Attorneys
Carl E. Rothenberger One Oxford Centre
412-562-88826 301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Telephone: 412-562-8800
Fax: 412-562-1041
October 13, 1999
Hyperion Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
RE: Re: Hyperion Telecommunications, Inc.
Ladies and Gentlemen:
We have acted as counsel to Hyperion Telecommunications, Inc., a Delaware
corporation ("Hyperion" or the "Company"), in connection with the preparation
of a Registration Statement on Form S-3, registering up to $1,500,000,000 in
securities and to which this opinion is an exhibit (as amended and
supplemented, the "Registration Statement"), including the form of prospectus
included therein (as supplemented, the "Prospectus"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), relating to the public offering of: (i)
debentures, notes and other debt securities in one or more series (the "Debt
Securities") of Hyperion which may be senior debt securities or subordinated
debt securities of Hyperion, (ii) shares of Preferred Stock, $.01 par value per
share (the "Preferred Stock") of Hyperion issuable in series designated by the
Board of Directors of Hyperion, (iii) depositary shares evidencing fractional
interests in Preferred Stock, (iv) shares of Class A Common Stock, $.01 par
value per share (the "Class A Common Stock") of Hyperion, (v) shares of Class B
Common Stock, $.01 par value per share (the "Class B Common Stock") of Hyperion
and (vi) other equity securities such as stock purchase contracts, rights to
purchase equity securities, hybrid equity securities and any other type of
interest in the Preferred Stock, Class A Common Stock and/or Class B Common
Stock or other equity of Hyperion ("Other Equity Securities"). The Debt
Securities, the Preferred Stock, the Depositary Shares, the Class A Common
Stock, the Class B Common Stock and the Other Equity Securities are
collectively referred to herein as the "Securities." The Securities may be
offered in combination or separately from time to time by the Company in
amounts, at prices and on terms to be determined at the time or times of
offering. The aggregate initial offering price of all of the Securities which
may be sold pursuant to the Prospectus will not exceed $ .
This opinion is being delivered in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
certificates or records as we have deemed necessary or appropriate as bases for
the opinions set forth herein. In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based on the foregoing, and subject to the other qualifications and
limitations set forth herein, we are of the following opinion:
1. When (a) the issuance, execution and delivery by the Company of any of
the Debt Securities shall have been duly authorized by all necessary corporate
actions of the Company, and (b) Debt Securities shall have been duly executed
and delivered by the Company, authenticated by the Trustee (the "Trustee")
under the indenture (the "Indenture") pursuant to which the Debt Securities
shall be issued and sold as contemplated by each of the Registration Statement,
the Prospectus, and any prospectus supplement relating to such Debt Securities
and the Indenture, assuming that the terms of such Debt Securities are in
compliance with then applicable law, such Debt Securities will be validly
issued and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally and by general
principles of equity and judicial discretion, including principles of
commercial reasonableness, good faith and fair dealing (whether considered in a
proceeding at law or in equity).
2. When (a) the terms of the issuance and sale of the Preferred Stock and
any Depositary Shares shall have been duly authorized by all necessary
corporate actions of the Company, and (b) the shares of the Preferred Stock and
any Depositary Shares shall have been duly issued and delivered as contemplated
by each of the Registration Statement, the Prospectus, and any prospectus
supplement relating thereto and paid for with the consideration fixed therefor
by the Board of Directors or a duly authorized committee therefor, assuming
that the Company has reserved for issuance the requisite number of shares of
Preferred Stock, the Preferred Stock and any Depositary Shares will be duly
authorized, validly issued, fully paid and nonassessable.
3. When (a) the terms of the issuance and sale of the Class A Common Stock
shall have been duly authorized by all necessary corporate actions of the
Company, and (b) the shares of Class A Common Stock shall have been duly issued
and delivered as contemplated by each of the Registration Statement, the
Prospectus, and any prospectus supplement relating thereto and paid for with
the consideration fixed therefor by the Board of Directors or a duly authorized
committee therefor, assuming that the Company has reserved for issuance the
requisite number of shares of Class A Common Stock, the Class A Common Stock
will be duly authorized, validly issued, fully paid and nonassessable.
4. When (a) the terms of the issuance and sale of the Class B Common Stock
shall have been duly authorized by all necessary corporate actions of the
Company, and (b) the shares of Class B Common Stock shall have been duly issued
and delivered as contemplated by each of the Registration Statement, the
Prospectus, and any prospectus supplement relating thereto and paid for with
the consideration fixed therefor by the Board of Directors or a duly authorized
committee therefor, assuming that the Company has reserved for issuance the
requisite number of shares of Class B Common Stock, the Class B Common Stock
will be duly authorized, validly issued, fully paid and nonassessable.
5. When (a) the terms of the issuance and sale of the Other Equity
Securities shall have been duly authorized by all necessary corporate actions
of the Company, and (b) the shares of the Other Equity Securities shall have
been duly issued and delivered as contemplated by each of the Registration
Statement, the Prospectus, and any prospectus supplement relating thereto and
paid for with the consideration fixed therefor by the Board of Directors or a
duly authorized committee therefor, assuming that the Company has reserved for
issuance the requisite number of shares of the Other Equity Securities, the
Other Equity Securities will be duly authorized, validly issued, fully paid and
nonassessable.
In rendering the above opinions, we have assumed in all cases that the
Registration Statement has been declared effective by order of the Commission
and remains in effect. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference to this firm under the
caption "Legal Matters" in the Prospectus contained therein.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Carl E. Rothenberger, Jr.
Carl E. Rothenberger, Jr.