EXHIBIT 5.1
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LATHAM & WATKINS LLP
Boston New Jersey
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MARCH 20, 2003 Los Angeles Silicon Valley
Milan Singapore
Dex Media East LLC Moscow Tokyo
Dex Media East Finance Co. Washington, D.C.
198 Inverness Drive West
Englewood, Colorado 80112 File No. 035567-0001
Re: Registration Statement Relating to $450,000,000 Aggregate
Principal Amount of 9 7/8% Senior Notes due 2009 and
$525,000,000 Aggregate Principal Amount of 12 1/8% Senior
Subordinated Notes due 2012
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, together with the Company, the "Issuers"),
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 and as
further amended by Amendment No. 2 filed with the Commission on March 20, 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 (together, 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 Issuers 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,
MARCH 20, 2003
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LATHAM & WATKINS LLP
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:
(a) the Indentures;
(b) forms of Exchange Notes; and
(c) 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.
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.
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LATHAM & WATKINS LLP
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Exchange Notes have been duly authorized by all necessary
corporate or limited liability company action, as applicable, of each of the
Issuers, and when executed, authenticated and delivered by or on behalf of the
Issuers 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 Issuers, enforceable against the Issuers 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 the 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 Issuers 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 Issuers 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.
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LATHAM & WATKINS LLP
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