[Letterhead of]

                  CRAVATH, SWAINE & MOORE


                                           November 14, 1995


                      Time Warner Inc.
                    Time Warner Capital I
                   Time Warner Capital II
                   Time Warner Capital III
                 Preferred Trust Securities


Ladies and Gentlemen:

          We have acted as counsel for Time Warner Inc., a
Delaware corporation (the "Company"), and Time Warner
Capital I, Time Warner Capital II and Time Warner Capital
III, each a statutory business trust created under the
Business Trust Act of the State of Delaware (collectively
the "Trusts"), in connection with the proposed issuance by
the Trusts of Preferred Trust Securities (the "Preferred
Securities") pursuant to the terms of the declarations of
trust of the Trusts, dated as of August 2, 1995, as proposed
to be amended and restated, among the Company, as sponsor,
the trustees named therein and the holders from time to time
of undivided beneficial interests in the assets of the
Trusts (the "Declarations"). The Preferred Securities will
be guaranteed by the Company on a subordinated basis with
respect to distributions and payments upon liquidation,
redemption or otherwise (the "Guarantee") pursuant to a
Guarantee Agreement to be dated as of the date of each
issuance of Preferred Securities (the "Guarantee
Agreement"), between the Company and The First National Bank
of Chicago, as Trustee (the "Guarantee Trustee"). The assets
of each Trust will consist of Subordinated Debentures of the
Company (the "Subordinated Debentures"), which will be
issued under an indenture dated as of the date of intial
issuance of Preferred Securities (the "Base Indenture"),
between the Company and Chemical Bank, as Trustee (the
"Indenture Trustee"), and supplemental indentures dated as
of the date of each issuance of Preferred Securities,
between the Company and the Indenture Trustee under the






Indenture (the "Supplemental Indenture" and together with
the Base Indenture, 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
the purpose of this opinion, including (a) the Restated
Certificate of Incorporation of the Company; (b) the By-laws
of the Company; (c) the Registration Statement on Form S-3
(Registration Nos. 33-61523, 33-61523-01, 33-61523-02 and
33-61523-03) filed with the Securities and Exchange
Commission (the "Commission") on August 2, 1995, as amended,
(such Registration Statement, including all material
incorporated by reference therein, the "Registration
Statement"); (d) the Certificates of Trust of the Trusts
dated August 2, 1995, and filed with the Secretary of State
of the State of Delaware on August 2, 1995; (e) the
Declarations; (f) the form of the Amended and Restated
Declaration; (g) the form of the Indenture; (h) the form of
the Supplemental Indenture; (i) the form of Preferred
Security attached as Exhibit B to the form of Amended
Declaration and a specimen thereof; (j) the form of Common
Security attached as Exhibit C to the form of Amended
Declaration and a specimen thereof; (k) the form of
Guarantee Agreement; and (l) the form of Subordinated
Debentures attached as Exhibit A to the Indenture and a
specimen thereof.

          Based on the foregoing, we are of opinion under
current law as follows:

          1. Although not free from doubt, assuming full
     compliance with the terms of the Indenture and all
     other relevant documents, the Subordinated Debentures
     held by the Trusts will be classified for United States
     Federal income tax purposes as indebtedness of the
     Company.

          2. Assuming full compliance with the terms of the
     Declarations, the Indenture and all other relevant
     documents, the Trusts will be classified for United
     States Federal income tax purposes as grantor trusts
     and not as associations taxable as corporations.

          3. The statements set forth in each of the
     Prospectus Supplements to the Prospectus contained in
     the Registration Statement under the caption "United
     States Federal Income Taxation" accurately describe
     the material United States Federal income tax
     consequences





     to holders of the acquisition, holding and disposition
     of the Preferred Securities.

          We do not express any opinion as to any laws other
     than the Federal income tax laws of the United States
     of America.

          We know that we may be referred to in the
     Registration Statement, including the Prospectus and
     each Prospectus Supplement thereto, and we hereby
     consent to such use of our name therein, as well as to
     the use of this letter as an exhibit to the
     Registration Statement.


                           Very truly yours,


                           /s/ Cravath, Swaine & Moore


Time Warner Inc.
   75 Rockefeller Plaza
      New York, NY 10019