EXHIBIT 5.1
HALE AND DORR LLP
COUNSELORS AT LAW
haledorr.com
60 STATE STREET - BOSTON, MA 02109
617-526-6000-FAX 617-526-5000
August 7, 2003
LIN Television Corporation
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
Re: Registration Statement On Form S-4
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $200,000,000 original principal amount of 6-1/2% Senior
Subordinated Notes Due 2013 (the "New Notes") of LIN Television Corporation, a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "New Guarantees" and, together with the New
Notes, the "New Securities") by LIN TV Corp., a Delaware corporation and
indirect parent of the Company ("LIN TV"), and the subsidiaries of the Company
set forth on Schedule A hereto (such entities together with LIN TV, the
"Guarantors").
The New Securities are to be issued pursuant to an Indenture, dated as of
May 12, 2003, as supplemented and amended from time to time (the "Indenture"),
among the Company, the Guarantors and The Bank of New York, as trustee (the
"Trustee"), which is filed as Exhibit 4.3 to the Registration Statement. The New
Securities are to be issued in an exchange offer (the "Exchange Offer") for a
like aggregate original principal amount of 6-1/2% Senior Subordinated Notes Due
2013 currently outstanding (the "Old Notes") and the guarantees of the
obligations represented by the Old Notes in accordance with the terms of an
Exchange and Registration Rights Agreement, dated as of May 12, 2003 (the
"Registration Rights Agreement"), by and among the Company, the Guarantors and
the Initial Purchasers (as defined therein), which is filed as Exhibit 4.4 to
the Registration Statement.
We are acting as counsel for the Company and the Guarantors in connection
with the issuance by the Company and the Guarantors of the New Securities. We
have examined signed copies of the Registration Statement as filed with the
Commission. We have also examined and relied upon the Registration Rights
Agreement, the Indenture, resolutions adopted by the board of directors, board
of managers, sole member or general partner, as the case may be, of each of the
Company and each Guarantor, as provided to us by the Company and the Guarantors,
the certificates of incorporation and by-laws or other organizational documents,
as the case may be, of the Company and each Guarantor, each as restated and/or
amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.
LIN Television Corporation
August 7, 2003
Page 2
In our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and exchange of the New Securities in the Exchange Offer, to register and
qualify the New Securities for issuance under all applicable state securities or
"blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the State of New York and the federal laws of the
United States of America.
Our opinions below are qualified to the extent that they may be subject to
or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, usury, fraudulent conveyance or other laws affecting the rights of
creditors generally, (ii) statutory or decisional law concerning recourse by
creditors to security in the absence of notice or hearing, (iii) duties and
standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing and (iv)
general equitable principles. We express no opinion as to the availability of
any equitable or specific remedy, or as to the successful assertion of any
equitable defense, upon any breach of any agreements or documents or obligations
referred to herein, or any other matters, inasmuch as the availability of such
remedies or defenses may be subject to the discretion of a court. In addition,
we express no opinion with respect to the enforceability of any provision of the
New Securities requiring the payment of interest on overdue interest.
We also express no opinion herein as to any provision of the New
Securities or any agreement (a) which may be deemed to or construed to waive any
right of the Company or any of the Guarantors, (b) to the effect that rights and
remedies are not exclusive, that every right or remedy is cumulative and may be
exercised in addition to or with any other right or remedy and does not preclude
recourse to one or more other rights or remedies, (c) relating to the effect of
invalidity or unenforceability of any provision of the New Securities or any
agreement on the validity or enforceability of any other provision thereof, (d)
requiring the payment of penalties, consequential damages or liquidated damages,
(e) which is in violation of public policy, (f) purporting to indemnify any
person against his, her or its own negligence or intentional misconduct, (g)
providing that the terms of the New Securities may not be waived or modified
except in writing or (h) relating to choice of law or consent to jurisdiction.
For purposes of our opinions rendered below, and without limiting any
other comments and qualifications set forth herein, insofar as they relate to
the enforceability against the Guarantors, we have assumed that each Guarantor
has received reasonably equivalent value and fair consideration in exchange for
its obligations therein or undertakings in connection therewith, and that prior
to and after consummation of the transactions contemplated by the Indenture and
New Securities to which they are a party, each Guarantor is not insolvent,
rendered insolvent or left with unreasonably small capital within the meaning of
11 U.S.C. Section 548 and M.G.L. c. 109A, Section 1 et seq. With respect to our
opinions below, we have assumed that the execution and delivery of such
Indenture and New Securities and consummation of the transactions contemplated
thereby is necessary or convenient to the conduct, promotion, or attainment of
the business of the Company and of each Guarantor under current law applicable
to each Guarantor.
LIN Television Corporation
August 7, 2003
Page 3
Based upon and subject to the foregoing, we are of the opinion that the
New Notes, when executed by the Company, authenticated by the Trustee in the
manner provided by the Indenture and issued and delivered against surrender of
the Old Notes in accordance with the terms and conditions of the Registration
Rights Agreement, the Indenture and the Exchange Offer, will be valid and
binding obligations of the Company, entitled to the benefits provided by the
Indenture and enforceable against the Company in accordance with their terms,
and that the New Guarantees, when the New Notes are issued, authenticated and
delivered in accordance with the terms of the Registration Rights Agreement, the
Indenture and the Exchange Offer, will be binding and valid obligations of the
Guarantors, enforceable against each of them in accordance with their respective
terms.
It is understood that this opinion is to be used only in connection with
the offer and exchange of the New Securities while the Registration Statement is
in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Validity of the
New Notes". In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
SCHEDULE A
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