EXHIBIT 5-A
[Letterhead of Morris, Nichols, Arsht & Tunnell]
October 15, 1998
The MediaOne Finance Trusts
(as defined below)
188 Inverness Drive West
Englewood, Colorado 80112
Re: The MediaOne Finance Trusts
---------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to MediaOne Finance
Trust III, MediaOne Finance Trust IV, MediaOne Finance Trust V and MediaOne
Finance Trust VI, each a Delaware statutory business trust (collectively
referred to herein as the "MediaOne Finance Trusts" and each individually as
a "MediaOne Finance Trust"), in connection with certain matters relating to
the creation of the MediaOne Finance Trusts and the proposed issuance of
Preferred Securities therein to beneficial owners pursuant to and as
described in Registration Statement Nos. 333-65371, 333-65371-01,
333-65371-02, 333-65371-03, 333-65371-04 and 333-65371-05 (and the prospectus
forming a part thereof) on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") by MediaOne Group, Inc., a Delaware corporation
(the "Company"), MediaOne Group Funding, Inc., a Delaware corporation
("Funding"), and the MediaOne Finance Trusts on October 6, 1998 (as so filed
and hereafter amended, the "Registration Statement"). Capitalized terms used
herein and not otherwise herein defined are used with respect to each
MediaOne Finance Trust as defined in the draft dated October 13, 1998 - 5:11
PM of the form of Amended and Restated Declaration of Trust (the "Draft
Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificates of Trust of each
MediaOne Finance Trust, each as filed in the Office of the Secretary of the
State of Delaware (the "State Office") on October 5, 1998 (the Certificate of
Trust of each MediaOne Finance Trust is referred to herein as a
"Certificate"); the Declaration of Trust of each MediaOne Finance Trust, each
dated as of October 5, 1998 (the Declaration of Trust of each MediaOne
Finance Trust is referred to herein
The MediaOne Finance Trusts
October 15, 1998
Page 2
as an "Original Governing Instrument"); the Draft Governing Instrument; the
Indenture dated as of June 12, 1998 between the Company, Funding and Norwest
Bank Minnesota, National Association, as Trustee and the form of Supplemental
Indenture to be entered into in connection therewith; the form of Preferred
Securities Guarantee to be made by the Company and the First National Bank of
Chicago, as trustee, with respect to each MediaOne Finance Trust (each, a
"Guarantee Agreement"); the Registration Statement as originally filed with
the Commission; and a certification of good standing of each MediaOne Finance
Trust obtained as of a recent date from the State Office. In such
examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as drafts
or copies or forms of documents to be executed and the legal capacity of
natural persons to complete the execution of documents. We have further
assumed for purposes of this opinion: (i) the due formation, organization or
creation, valid existence and good standing of each MediaOne Finance Trust
and each entity that is a party to any of the documents reviewed by us under
the laws of the jurisdiction of its respective formation, organization or
creation; (ii) the due authorization, execution and delivery by, or on behalf
of, each of the parties thereto of the above referenced documents with
respect to each MediaOne Finance Trust; (iii) that the Company, The First
National Bank of Chicago, First Chicago Delaware Inc. and the appropriate
Regular Trustees will duly authorize, execute and deliver an amended and
restated declaration of trust for each MediaOne Finance Trust in the form of
the Draft Governing Instrument (each, a "Governing Instrument") and all other
documents contemplated thereby or by the Registration Statement to be
executed in connection with the creation of each MediaOne Finance Trust and
the issuance by each MediaOne Finance Trust of Preferred Securities, in each
case prior to the first issuance of Preferred Securities of such MediaOne
Finance Trust; (iv) that the Preferred Securities of each MediaOne Finance
Trust will be offered and sold pursuant to the prospectus forming a part of
the Registration Statement and a prospectus supplement thereto (collectively,
the "Prospectus") that will be consistent with, and accurately describe, the
terms of the applicable Governing Instrument and the applicable Guarantee
Agreement relating to each such MediaOne Finance Trust and all other relevant
documents; (v) that no event has occurred subsequent to the filing of any
Certificate, or will occur prior to the issuance of all Preferred Securities
by each MediaOne Finance Trust, that would cause a dissolution or liquidation
of any MediaOne Finance Trust under the applicable Original Governing
Instrument or the applicable Governing Instrument; (vi) that the activities
of each MediaOne Finance Trust have been and will be conducted in accordance
with its Original Governing Instrument or Governing Instrument, as
applicable, and the Delaware Business Trust Act, 12 DEL. C. Sections 3801 ET
SEQ. (the "Delaware Act"); (vii) that prior to the first issuance of
Preferred Securities by each MediaOne Finance Trust, payment of the required
consideration therefor will have been made in accordance with the terms and
conditions of the applicable Governing Instrument and as described in the
Prospectus, and that the Preferred Securities of each MediaOne Finance Trust
are otherwise issued and sold in accordance with the terms, conditions,
requirements and procedures set forth in the Governing Instrument of such
MediaOne Finance Trust and as described in the Prospectus; and (viii) that
the documents examined by us, or contemplated hereby, express the entire
understanding of the parties thereto with respect to the subject matter
thereof and have not been, and, prior to the issuance of all Preferred
Securities by each MediaOne Finance Trust, will not
The MediaOne Finance Trusts
October 15, 1998
Page 3
be, amended, supplemented or otherwise modified, except as herein referenced.
No opinion is expressed with respect to the requirements of, or compliance
with, federal or state securities or blue sky laws. Further, we express no
opinion with respect to the Registration Statement or any other offering
materials relating to the Preferred Securities offered by any MediaOne
Finance Trust and we assume no responsibility for their contents. As to any
fact material to our opinion, other than those assumed, we have relied
without independent investigation on the above referenced documents and on
the accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that, upon issuance, the
Preferred Securities of each MediaOne Finance Trust will constitute validly
issued and, subject to the terms of the applicable Governing Instrument,
fully paid and non-assessable beneficial interests in the assets of such
MediaOne Finance Trust. We note that pursuant to each Governing Instrument,
each MediaOne Finance Trust may withhold amounts otherwise distributable to a
Holder of Securities in such MediaOne Finance Trust and pay over such amounts
to the applicable jurisdictions in accordance with federal, state and local
law and any amounts withheld will be deemed to have been distributed to such
Holder and that, pursuant to the Governing Instrument, the Preferred Security
Holders of each MediaOne Finance Trust may be obligated to make payments or
provide indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to a
pre-effective amendment to the Registration Statement and to the use of our
name under the heading "LEGAL OPINIONS" in the prospectus forming a part
thereof. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts, and our
review of the above referenced documents and the application of Delaware law
as the same exist on the date hereof, and we undertake no obligation to
update or supplement this opinion after the date hereof for the benefit of
any person or entity with respect to any facts or circumstances that may
hereafter come to our attention or any changes in facts or law that may
hereafter occur or take effect. This opinion is intended solely for the
benefit of the addressees hereof in connection with the matters contemplated
hereby and may not be relied upon by any other person or entity or for any
other purpose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Morris, Nichols, Arsht & Tunnell