[LATHAM & WATKINS LLP LETTERHEAD]
February 13, 2003
Dex Media East LLC
Dex Media East Finance Co.
198 Inverness Drive West
Englewood, Colorado 80112
Re: Registration Statement Relating to $450,000,000
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Aggregate Principal Amount of 9 7/8% Senior Notes due 2009
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and $525,000,000 Aggregate Principal Amount of 12 1/8%
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Senior Subordinated Notes due 2012
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Ladies and Gentlemen:
In connection with the registration of $450,000,000 aggregate
principal amount of 9 7/8% Senior Notes due 2009 (the "Senior Exchange Notes")
and $525,000,000 aggregate principal amount of 12 1/8% Senior Subordinated Notes
due 2012 (the "Senior Subordinated Exchange Notes," and, together with the
Senior Exchange Notes, the "Exchange Notes") by Dex Media East LLC, a Delaware
limited liability company (the "Company"), and Dex Media East Finance Co., a
Delaware corporation ("Dex East Finance"), and the guarantees of the Senior
Exchange Notes (the "Senior Exchange Note Guarantees") and the guarantees of the
Senior Subordinated Exchange Notes (the "Senior Subordinated Exchange Note
Guarantees," and, together with the Senior Exchange Note Guarantees, the
"Guarantees") by Dex Media International, Inc., a Delaware corporation (the
"Guarantor"), under the Securities Act of 1933, as amended (the "Act"), on Form
S-4 filed with the Securities and Exchange Commission (the "Commission") on
January 7, 2003 (File No. 333-102395), as amended by Amendment No. 1 filed with
the Commission on February 13, 2003 (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below. The Senior
Exchange Notes and Senior Exchange Note Guarantees will be issued pursuant to a
senior note indenture, and the Senior Subordinated Exchange Notes and Senior
Subordinated Exchange Note Guarantees will be issued pursuant to a senior
subordinated note indenture (collectively, the "Indentures"), each dated
November 8, 2002, among the Company, Dex East Finance, the Guarantor and U.S.
Bank National Association, as trustee (the "Trustee").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken by the Company, Dex East Finance and
the Guarantor in connection with the authorization and issuance of the Exchange
Notes and the Guarantees, respectively. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion. We have examined, along with other documents, the
following:
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FEBRUARY 13, 2003
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LATHAM & WATKINS LLP
(a) the Indentures;
(b) forms of Exchange Notes; and
(c) the Forms of Guarantees.
The documents described in paragraphs (a) through (c) above are
referred to herein collectively as the "Transaction Documents."
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. To the extent it may be relevant to the opinions expressed herein, we
have assumed that:
(i) each party to the Transaction Documents other than the Company and
Dex East Finance has the requisite organizational and legal power and authority
to enter into and perform its obligations under the Transaction Documents and to
consummate the transactions contemplated thereby;
(ii) the Transaction Documents have been duly authorized, executed and
delivered by each party thereto other than the Company and Dex East Finance and
constitute valid and binding obligations of such other party, enforceable
against each such other party in accordance with their terms;
(iii) each party to the Transaction Documents other than the Company
and Dex East Finance has complied with and will comply with all of its
obligations under the Transaction Documents and all laws applicable thereto; and
(iv) the Exchange Notes and the outstanding notes have been duly
authenticated and delivered by the Trustee.
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York, the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
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FEBRUARY 13, 2003
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LATHAM & WATKINS LLP
1. The Exchange Notes have been duly authorized by all necessary
corporate or limited liability company action, as applicable, of the Company and
Dex East Finance, and when executed, authenticated and executed and delivered by
or on behalf of the Company against the due tender and delivery to the Trustee
of the Outstanding Notes in an aggregate principal amount equal to the aggregate
principal amount of the Exchange Notes, will constitute legally valid and
binding obligations of the Company and Dex East Finance, enforceable against the
Company and Dex East Finance in accordance with their terms.
2. The Guarantees have been duly authorized by all necessary corporate
action of the Guarantor, and when executed in accordance with the terms of the
Indentures and upon due execution, authentication and delivery of the Exchange
Notes against the due tender and delivery to the Trustee of the Outstanding
Notes in an aggregate principal amount equal to the aggregate principal amount
of the Exchange Notes, will be the legally valid and binding obligation of the
Guarantor, enforceable against such Guarantor in accordance with its terms.
The opinions rendered in paragraphs 1 and 2 above relating to
the enforceability of the Exchange Notes and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights and
remedies of creditors and (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought.
We have not been requested to express, and with your knowledge
and consent, do not render any opinion as to the applicability to the
obligations of the Company and Dex East Finance under the Indentures and the
Exchange Notes or the Guarantor under the Indentures or the Guarantees of
Section 548 of the United States Bankruptcy Code or applicable state law
(including, without limitation, Article 10 of the New York Debtor and Creditor
Law) relating to fraudulent transfers and obligations.
To the extent that the obligations of the Company, Dex East Finance and
the Guarantor under the Indentures may be dependent upon such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indentures; that the Indentures have been duly authorized,
executed and delivered by the Trustee and constitute the legally valid, binding
and enforceable obligation of the Trustee enforceable against the Trustee in
accordance with their terms; that the Trustee is in compliance, generally and
with respect to acting as a trustee under the Indentures, with all applicable
laws and regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indentures.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ Latham & Watkins LLP