EXHIBIT C
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                   [Form of Opinion of Counsel to the Company]

         (i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware with full
corporate power and authority to own, lease or operate its properties and to
conduct its businesses as described in the SEC Reports and to consummate the
transactions contemplated under this Agreement.

         (ii) The Purchased Shares have been duly authorized, by all necessary
corporate action, for issuance and sale to the Purchasers pursuant to this
Agreement and, when issued in accordance with the terms of this Agreement, the
Purchased Shares will be duly authorized, validly issued, fully paid and
non-assessable shares of the Company, free of all preemptive or similar rights
and (assuming that the Purchasers do not have any notice of any "adverse claim"
within the meaning of the Uniform Commercial Code as in effect in the State of
New York) free and clear of any Liens.

         (iii) Respective certificates of designation relating to the Series A
Preferred Stock and the Series B Preferred Stock have been duly filed with the
Secretary of State of the State of Delaware in the form attached to the
Agreement as Exhibit A and Exhibit B, respectively, and neither of such
certificates has been amended or withdrawn as of the date hereof.

         (iv) The execution, delivery and performance by the Company of this
Agreement and the Contemplated Transactions, including, without limitation, the
sale, issuance and delivery of the Purchased Shares and the Option Shares, (a)
do not violate the terms of the Certificate of Incorporation or Bylaws of the
Company or the organizational documents of its Subsidiary; and (b) do not
violate or result in any breach of, or the creation of any Lien under, any
Contractual Obligation of the Company or its Subsidiaries.

         (v) This Agreement has been duly authorized, executed and delivered by
the Company and constitutes a valid and legally binding obligation of the
Company enforceable against it in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, rehabilitation, reorganization and other
laws of general applicability relating to or affecting creditors' rights and to
general principles of equity.

         (vi) No consent, approval, authorization, order, registration or
qualification of or with any Governmental Authority is required for the issue
and sale of the Purchased Shares by the Company or the consummation by the
Company of the Contemplated Transactions.

         (vii) The issuance and sale of the Purchased Shares do not require
registration under Section 5 of the Securities Act or qualification under any
state securities or the blue sky laws of the State of New York.

         The opinion of Paul, Weiss, Rifkind, Wharton & Garrison shall be
limited to the laws of the State of New York, the Federal Laws of the United
States of America (excluding the Federal Communications Act and the rules and
regulations of the FCC thereunder) and the General Corporation Law of the State
of Delaware.