Exhibit 5.3
[LETTERHEAD OF HARNEY, WESTWOOD & RIEGELS]
4 November, 1997
TVA Communications, Ltd.
c/o Tevecap S.A.
Rua do Rocio, 313
Sao Paulo, SP 04552-904
Brazil
Dear Sirs,
RE: TEVECAP S.A.
US$15,368,000 12 5/8% SENIOR NOTES DUE 2004 - EXCHANGE OFFER
We have acted as special British Virgin Islands counsel for TVA Communications,
Ltd. (the "Company"), a British Virgin Islands corporation, in connection with
the filing by Tevecap S.A. ("Tevecap") and certain Subsidiary Guarantors
(including the Company) 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 Tevecap'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
Tevecap'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 Incorporate,
Phoenix Multi-Sector Fund, Inc. and Phoenix Multi-Sector Short Term Bond Fund.
Capitalized terms used herein and not otherwise defined herein have the meanings
ascribed thereto in the Exchange and Registration Agreement.
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 the Exchange and Registration Agreement, the indenture dated
as of November 26, 1996 (the "Indenture"), among Tevecap, 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 form
of the Subsidiary
TVA Communications, Ltd.
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4 November, 1997
Guarantee to be executed by the Company, the Registration Statement and the
respective Memorandum and Articles of Association and Certificate of
Incorporation of the Company.
In making our examination and in giving the opinions set forth below, we 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 to the original instruments of all documents submitted to
us as certified or photostatic copies;
(iv) the due authority of the parties (other than the Company) executing and
authenticating such documents;
(v) the legal validity, enforceability and binding nature of the Indenture,
the Subsidiary Guarantees and the Exchange Notes against all parties
thereto under the laws of New York by which those documents are expressed
to be governed; and
(vi) the truth, accuracy, completeness and currency of all statements of fact
made and contained in the Indenture, Subsidiary Guarantees and Exchange
Notes, save as hereinafter opined upon, and in all corporate documents
and resolutions submitted to and examined and relied upon by us in
connection with this opinion.
The opinions expressed below relate solely to the laws of the British Virgin
Islands 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 the
British Virgin Islands. 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 as well as by the Subsidiary
Guarantors that are not incorporated under the laws of the British Virgin
Islands, and due delivery of the Subsidiary Guarantee by the Company.
Based upon the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under
the laws of the British Virgin Islands;
TVA Communications, Ltd.
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4 November, 1997
2. All necessary corporate action has been taken by the Company to authorize
the execution and delivery of the Indenture and the Indenture has been
duly executed and delivered by the Company;
3. All necessary corporate action has been taken by the Company to authorize
the issuance, execution and delivery of the Subsidiary Guarantee; and
4. The Subsidiary Guarantee provided by the Company, upon the execution of
the Exchange Notes with such Subsidiary Guarantee endorsed thereon in
accordance with the provisions of the Indenture and when the Exchange
Notes with such Subsidiary Guarantee endorsed thereon are delivered in
exchange for the Old Notes pursuant to the Exchange and Registration
Agreement, will constitute valid and binding obligations of the Company
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 Agreement, will constitute valid and binding obligations of
the Company enforceable against the Company 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).
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein.
Very truly yours,
/s/ HARNEY, WESTWOOD & RIEGELS
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Harney, Westwood & Riegels