[LETTERHEAD OF DOW, LOHNES & ALBERTSON, PLLC APPEARS HERE]
EXHIBIT 5.1
August 5, 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
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, and (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 (including the power of a court to
declare the waiver as to usury, stay or extension laws to 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
---------------------------
Edward J. O'Connell
Member