[LETTERHEAD OF DOW, LOHNES & ALBERTSON, PLLC APPEARS HERE]
Exhibit 5.1
July 31, 1998
Falcon Holding Group, L.P.
Falcon Funding Corporation
10900 Wilshire Boulevard
15th Floor
Los Angeles, California 90024
Re: Falcon Holding Group, L.P.
Falcon Funding Corporation
Registration Statement on Form S-4
(Registration No. 333-55755)
Ladies and Gentlemen:
We refer to the above-referenced Registration Statement (the "Registration
Statement") on Form S-4, filed on June 1, 1998, by Falcon Holding Group, L.P.
("FHGLP") and Falcon Funding Corporation ("FFC" and, together with FHGLP, the
"Issuers"), with the Securities and Exchange Commission (the "Commission"), for
the purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), the Issuers' 8.375% Series B Senior Debentures due 2010 (the
"Senior Exchange Debentures") and 9.285% Series B Senior Discount Debentures due
2010 (the "Senior Discount Exchange Debentures" and collectively with the Senior
Exchange Debentures, the "Exchange Debentures"), to be offered in exchange (the
"Exchange Offer") for the Issuers' outstanding 8.375% Series A Senior Debentures
due 2010 (the "Old Senior Debentures") and 9.285% Series A Senior Discount
Debentures due 2010 (the "Old Senior Discount Debentures" and collectively with
the Old Senior Debentures, the "Old Debentures"). The Old Debentures were
issued under, and the Exchange Debentures are to be issued under, an Indenture,
dated as of April 3, 1998, among FHGLP, FFC and United States Trust Company of
New York, as Trustee (the "Indenture").
In connection with the foregoing registration, we have acted as special
counsel for the Issuers, and have examined originals or copies of (i) the Third
Amended and Restated Agreement of Limited Partnership and Certificate of Limited
Partnership of FHGLP in effect as of the date hereof, (ii) the Articles of
Incorporation and Bylaws of FFC in effect as of the date hereof, (iii) the
Indenture, (iv) the Registration Rights Agreement, dated as of April 3, 1998
(the "Registration Rights Agreement"), by and among the Issuers, Morgan Stanley
& Co. Incorporated, Lazard Freres & Co. LLC, Donaldson, Lufkin & Jenrette
Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BancAmerica Robertson Stephens, BancBoston Securities Inc., CIBC Oppenheimer,
NationsBanc Montgomery Securities LLC and TD Securities (USA) Inc., as the
Placement Agents for the initial offering of the Old Debentures, and (v) the
Registration Statement. We have also examined all such records of the Issuers
and all such agreements, certificates of public officials, certificates of
officers or representatives of the Issuers and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein. In our examination we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to use as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts relevant to the opinion expressed herein, we have
relied upon statements and representations of officers and other representatives
of the Issuers and others (all of which we assume to be true, complete and
accurate in all respects).
As to matters of law set forth below, our opinion is limited to matters of
law under the laws of the District of Columbia, the laws of the State of New
York to the extent that the Indenture, the Old Debentures and the Exchange
Debentures are governed thereby, the laws of the United States to the extent
applicable hereto, the Delaware General Corporation Law and the Delaware Revised
Uniform Limited Partnership Act, and we express no opinion as to conflicts of
law rules, or the laws of any states or jurisdictions other than as specified
above.
Based upon the foregoing and subject to the other qualifications stated
herein, we are of the opinion that the Exchange Debentures have been duly
authorized and when executed by the proper officers of the Issuers, duly
authenticated by the Trustee, and issued by the Issuers in accordance with the
provisions of the Indenture, against surrender and cancellation of a like
aggregate principal amount of Old Debentures pursuant to the Exchange Offer as
contemplated in the Registration Rights Agreement, will constitute the legal,
valid and binding obligations of the Issuers enforceable against the Issuers in
accordance with their terms, except to the extent that (a) the
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enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium (whether general or specific), fraudulent
conveyance or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights and remedies generally, (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be limited by equitable defenses and the discretion of the court before which
any proceeding therefor may be brought (whether such proceeding is at law or
in equity or in a bankruptcy proceeding) or limited by other equitable
principles of general applicability, and (c) the waiver as to usury, stay or
extension laws may be unenforceable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and any abbreviated registration statements relating
thereto that may be filed to register additional securities identical to those
covered by the Registration Statement (including a registration statement filed
pursuant to Rule 462(b) under the Securities Act), and to the reference to this
firm under the caption "Legal Matters" contained in this prospectus filed as a
part thereof. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
Dow, Lohnes & Albertson, PLLC
By: /s/ Edward J. O'Connell
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Edward J. O'Connell
Member
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