Exhibit 5.1
[LETTERHEAD OF BASCH & RAMEH]
November 4, 1997
Re: Tevecap S.A.
US$15,368,000 12 5/8% Senior Notes due 2004
Exchange Offer
Dear Sirs:
I have acted as Brazilian counsel for (i) Tevecap S.A. (the "Company"), a
SOCIEDADE ANONIMA (corporation) organized and existing under the laws of the
Federative Republic of Brazil ("Brazil"), and (ii) TVA Sistema de Televisao S.A.
("TVA Sistema"), Galaxy Brasil S.A. ("Galaxy Brasil"), TVA Sul Participacoes
S.A. ("TVA Sul"), Commercial Cabo TV Sao Paulo Ltda. ("CCTV"), TVA Parana Ltda.
("TVA Parana), TVA Alpha Cabo Ltda. ("TVA Alpha"), CCS Camboriu Cable Systems de
Telecommunicacoes Ltda. ("CCS Camboriu"), TCC TVA Cabo Ltda. ("TCC"), TVA Sul
Santa Catarina Ltda. ("TVA Sul Santa Catarina"), TVA Foz do Iguacu Ltda. ("TVA
Foz do Iguacu" and together with TVA Sistema, Galaxy Brasil, TVA Sul, CCTV, TVA
Parana, TVA Alpha, CCS Camboriu, TCC and TVA Sul Santa Catarina, the "Brazilian
Guarantors") in connection with the filing by the Company and the Subsidiary
Guarantors with the Securities and Exchange Commission (the "Commission") of a
registration statement (the "Registration Statement") on Form F-4 under the
Securities Act of 1933, as amended, relating to the proposed issuance, in
exchange for US$15,368,000 aggregate principal amount of the Company's 12 5/8%
Senior Notes due 2004 (the "Old Notes"), together with the Subsidiary Guarantees
of the Old Notes (such Subsidiary Guarantees, together with the Old Notes, the
"Old Securities") of US$15,368,000 aggregate principal amount of the Company's
12 5/8% Senior Notes due 2004 (the "Exchange Notes") together with the
Subsidiary Guarantees of the Exchange Notes (such Subsidiary Guarantees,
together with the Exchange Notes, the "Exchange Securities"). The Exchange
Securities are to be issued pursuant to an Exchange and Registration Agreement
dated September 17, 1997 (the "Exchange and Registration Agreement") among
Tevecap, Credit Suisse First Boston (Europe) Limited, Chase Manhattan
International Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Phoenix Multi-Sector Fund, Inc. and Phoenix Multi-Sector Short Term Bond Fund.
Capitalized terms used herein and not otherwise defined therein have the
meanings ascribed thereto in the Exchange and Registration Agreement.
In that connection, I have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including the Exchange and Registration Agreement, the indenture
dated as of November 26, 1996, as amended and supplemented to date (the
"Indenture"), among the Company, the Subsidiary Guarantors, The Chase Manhattan
Bank,
N.A., as trustee (the "Trustee") and Chase Trust Bank, as principal paying agent
(the "Principal Paying Agent") the forms of the Exchange Securities, the
Registration Statement, the Articles of Incorporation and the ESTATUTO SOCIAL
(By-laws) or the CONTRATO SOCIAL (Charter), as the case may be, of the Company
and of each of the Brazilian Guarantors.
In making my examination and in giving the opinions set forth below, I have
assumed, without independent verification of any kind, the following:
(i) the genuineness of all signatures on all documents we have reviewed;
(ii) the authenticity of all such documents submitted to us as originals;
(iii) the conformity of the originals of all documents submitted to us as
certified or photostatic copies; and
(iv) the due authority of the parties (other than the Company and the
Brazilian Guarantors) executing and authenticating such documents.
The opinions expressed below relate solely to the laws of Brazil as
currently in effect and we have made no investigation of and express no opinion
in relation to the laws of any jurisdiction other than those of Brazil. In
expressing the opinion as to the enforceability of the Subsidiary Guarantees
below, we have assumed the due authorization, execution and delivery thereof by
the Trustee, the Principal Paying Agent and the Subsidiary Guarantors that are
not incorporated under the laws of Brazil.
Based upon the foregoing, we are of the opinion that:
(1) Each of the Company and the Brazilian Guarantors is a SOCIEDADE
ANONIMA or a SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA, as the case may
be, duly organized and validly existing under the laws of Brazil;
(2) All necessary corporate action has been taken by the Company and the
Brazilian Guarantors to authorize the execution and delivery of the Indenture;
(3) The Indenture has been duly executed and delivered by the Company
and the Brazilian Guarantors;
(4) All necessary corporate action has been taken by the Company to
authorize the issuance, execution and delivery of the Exchange Securities;
(5) Each of the Subsidiary Guarantees provided by the Brazilian
Guarantors, upon the execution of the Subsidiary Guarantees endorsed thereon in
accordance with the provisions of the Indenture and when the Exchange Notes with
such Subsidiary Guarantees endorsed thereon are delivered in exchange for the
Old Notes pursuant to the Exchange and Registration
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Agreement, will constitute a valid and binding obligation of the respective
Brazilian Guarantor enforceable against such Brazilian Guarantor in accordance
with its terms (subject in each case to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting
creditors' rights generally from time to time in effect); and the Exchange
Notes, when duly issued and authenticated in accordance with the provisions of
the Indenture and delivered in exchange for the Old Notes pursuant to the
Exchange and Registration Rights Agreement, will constitute valid and binding
obligations of the Company and the Brazilian Guarantors enforceable against the
Company and the Brazilian Guarantors in accordance with their terms (subject in
each case to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights generally
from time to time in effect); and
(6) Any judgment obtained against the Company and the Brazilian
Guarantors outside Brazil is enforceable in Brazil, without reconsideration of
the merits, upon confirmation of that judgment by the Brazilian Federal Supreme
Court, which will occur if the foreign judgment: (i) fulfills all formalities
required for its enforceability under the laws of the country where the foreign
judgment is granted, (ii) is issued by a competent court after proper service of
process acceptable under Brazilian law, (iii) is not subject to appeal, (iv) is
authenticated by a Brazilian consular office in the country where the foreign
judgment is issued and is accompanied by a sworn translation into Portuguese,
(v) is not contrary to Brazilian national sovereignty, public policy or "good
morals" (as set forth in Brazilian law), and (vi) is recorded with a Notary
Office of Registry of Titles and Documents in Brazil. Subject to the terms of
clause (v) above, in my opinion any judgment obtained against the Company and
the Brazilian Guarantors outside of Brazil in connection with the Exchanged
Notes and the Exchange Securities would not be contrary to Brazilian national
sovereignty, public policy or "good morals" as set forth in Brazilian law as of
this date; PROVIDED, HOWEVER, I note that the concepts of sovereignty, public
policy or "good morals" have not been clearly and consistently defined by the
Brazilian courts and the issue as to whether a conflict exists between
applicable foreign and Brazilian law can, in many instances, only be determined
on a case by case basis.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related Prospectus under
the captions "Enforceability of Civil Liabilities," "Risk Factors" and "Legal
Matters".
Very truly yours,
/S/ CARLOS GERALDO EGYDIO RAMEH
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Carlos Geraldo Egydio Rameh
Tevecap, S.A.
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TVA Sistema de Televisao S.A.
Galaxy Brasil S.A.
TVA Sul Participacoes S.A.
Commercial Cabo TV Sao Paulo Ltda.
TVA Parana Ltda.
TVA Alfa Cabo Ltda.
CCS Camboriu Cable Systems de Telecommunicacoes Ltda.
TCC TVA Cabo Ltda.
TVA Sul Santa Catarina Ltda.
TVA Foz do Iguacu Ltda.
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