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
LIN TV Corp.
Four Richmond Square
Providence, Rhode Island 02906
Re: Registration Statement On Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of $125,000,000 of 2.5% Senior Subordinated Exchangeable Debentures due 2033
(the "Debentures") of LIN Television Corporation, a Delaware corporation (the
"Company"), and the underlying class A common stock (the "Shares" and together
with the Debentures, the "Securities") of LIN TV Corp, an indirect parent of the
Company ("LIN TV"). The obligations of the Company under the Debentures are
guaranteed by LIN TV and each of the subsidiaries of LIN Television listed on
Annex A attached hereto (together with LIN TV, the "Guarantors"). The Securities
are being registered on behalf of certain securityholders of the Company (the
"Selling Securityholders").
The Debentures were issued pursuant to an Indenture, dated May 12, 2003
(the "Indenture"), among the Company, the Guarantors and The Bank of New York,
as trustee (the "Trustee").
We are acting as counsel for the Company and the Guarantors in
connection with the registration by the Company and the Guarantors of the
Securities. We have examined signed copies of the Registration Statement to be
filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement dated as of May 12, 2003 (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
LIN TV Corp.
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 sale of the Securities, to register and qualify the 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, the General Corporation Law
of the State of Delaware 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
Securities requiring the payment of interest on overdue interest.
We also express no opinion herein as to any provision of the 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 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 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
LIN Television Corporation
LIN TV Corp.
August 7, 2003
Page 3
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 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.
Based upon and subject to the foregoing, we are of the opinion that (i)
the Debentures have been duly authorized and are validly issued, executed and
delivered by the Company and, assuming they have been authenticated by the
Trustee in the manner provided by the Indenture, are 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, (ii) the
Guarantees are binding and valid obligations of the Guarantors, enforceable
against each of them in accordance with their respective terms and (iii) the
Shares issuable upon conversion of the Debentures have been duly authorized by
LIN TV and, when issued upon the conversion of the Debentures in accordance with
the terms of the Indenture, will be validly issued, fully paid and
non-assessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the 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 "Legal Matters". 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
HALE AND DORR LLP
SCHEDULE A
Abilene Broadcasting, LLC, a Delaware limited liability company
Airwaves, Inc., a Delaware corporation
Indiana Broadcasting, LLC, a Delaware limited liability company
KXAN, Inc., a Delaware corporation
KXTX Holdings, Inc., a Delaware corporation
LIN Airtime, LLC, a Delaware limited liability company
LIN Sports, Inc., a Delaware corporation
LIN Television of San Juan, Inc., a Delaware corporation
LIN Television of Texas, Inc., a Delaware corporation
LIN Television of Texas, LP, a Delaware limited partnership
Linbenco, Inc., a Delaware corporation
North Texas Broadcasting Corporation, a Delaware corporation
Primeland Television, Inc., a Delaware corporation
Providence Broadcasting, LLC, a Delaware limited liability company
Televicentro of Puerto Rico, LLC, a Delaware limited liability company
TVL Broadcasting, Inc., a Delaware corporation
TVL Broadcasting of Abilene, Inc., a Delaware corporation
TVL Broadcasting of Rhode Island, LLC, a Delaware limited liability company
WAVY Broadcasting, LLC, a Delaware limited liability company
WDTN Broadcasting, LLC, a Delaware limited liability company
WEYI Broadcasting, LLC, a Delaware limited liability company
WEYI Television, Inc., a Delaware corporation
WIVB Broadcasting, LLC, a Delaware limited liability company
WOOD License Co., LLC, a Delaware limited liability company
WOOD Television, Inc., a Delaware corporation
WNJX-TV, Inc., a Delaware corporation
WTNH Broadcasting, Inc., a Delaware corporation
WUPW Broadcasting, LLC, a Delaware limited liability company
WWLP Broadcasting, LLC, a Delaware limited liability company