Exhibit 5.1
THE LAW OFFICES OF THOMAS W. BOSSE, PLLC
2101 Chamber Center Drive
Ft. Mitchell, KY 41011
(513) 397-7730
Thomas W. Bosse, Esq.
(admitted in Ohio and Kentucky)
December 17, 2003
Cincinnati Bell Inc.
8 3/8% Senior Subordinated Notes Due 2014
Form S-4 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Cincinnati Bell Inc., an Ohio
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-4 (Registration No. 333-111059) (the "Registration
Statement") under the Securities Act of 1933 (the "Act"), relating to the
issuance and exchange of up to $540,000,000 aggregate principal amount of the
Company's outstanding 8 3/8% Senior Subordinated Notes due 2014 (the "Old
Notes") for a like principal amount of the Company's 8 3/8% Senior Subordinated
Notes due 2014 (the "New Notes"). The New Notes are to be issued pursuant to the
indenture dated as of November 19, 2003 (the "Indenture"), among the Company,
the Company's subsidiaries listed on the signature pages thereto (the
"Guarantors", and with respect to those Guarantors incorporated or formed in
Ohio as identified on Exhibit A hereto, the "Ohio Guarantors") and The Bank of
New York, as trustee. Capitalized terms used but not defined herein shall have
the meanings assigned thereto in the Indenture.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including: (a) the Amended Articles of
Incorporation of the Company; (b) the Amended Regulations of the Company; (c)
the certificates of incorporation, certificates of formation, regulations,
bylaws, operating agreements and other constituent documents of each of the Ohio
Guarantors, as applicable; (d) the resolutions adopted by the Board of Directors
of the Company and by the Ohio Guarantors, respectively; and (e) the Indenture.
Based on the foregoing, we are of opinion as follows:
Each of the Indenture, the New Notes and the Guarantees has
been duly authorized, executed and delivered by the Company and the Ohio
Guarantors to the extent each is a party thereto.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
We are admitted to practice in the State of Ohio and we
express no opinion as to matters governed by any laws other than the laws of the
State of Ohio and the Federal laws of the United States of America.
We are furnishing this opinion to you, solely for your
benefit. This opinion may not be relied upon by any other person (including by
any person that acquires the securities from you) or for any other purpose. It
may not be used, circulated, quoted or otherwise referred to for any other
purpose, provided that any person may disclose to any other person the Federal
income tax treatment and Federal income tax structure (and materials relating
thereto, including tax opinions, but in any event not including the identity of
the parties) of the transactions referred to in this opinion.
Very truly yours,
/s/ The Law Offices of Thomas W. Bosse, PLLC
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati Ohio 45202
EXHIBIT A
OHIO GUARANTORS
Cincinnati Bell Complete Protection Inc.
Cincinnati Bell Public Communications Inc.
Cincinnati Bell Wireless Company
Cincinnati Bell Telecommunication Services Inc.
Zoomtown.com Inc.