Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   20

               required under the Cable Acts or any order, rule or regulation
               of the FCC in connection with the issue and sale of the
               Securities and the compliance by the Issuers with all of the
               provisions of the Securities, the Indentures, the Registration
               Rights Agreements and this Agreement and the consummation of the
               transactions herein and therein contemplated;

                      (iii)  The statements set forth in the Offering Circular
               under the captions "Risk Factors" under the subheading
               "Regulatory and Legislative Matters" and in "Regulation and
               Legislation," insofar as they constitute summaries of laws
               referred to therein, concerning the Cable Acts and the published
               rules, regulations and policies promulgated by the FCC
               thereunder, fairly summarize the matters described therein;

                      (iv)   To the knowledge of such counsel based solely upon
               its review of publicly available records of the FCC and
               operational information provided by the Company's and its
               subsidiaries' management, the Company and its subsidiaries hold
               all FCC licenses for cable antenna relay services necessary to
               conduct the business of the Company and its subsidiaries as
               currently conducted, except to the extent the failure to hold
               such FCC licenses would not, individually and in the aggregate,
               be reasonably expected to have a Material Adverse Effect; and

                      (v)    Except as disclosed in the Offering Circular and
               except with respect to rate regulation matters, and general
               rulemakings and similar matters relating generally to the cable
               television industry, to such counsel's knowledge, based solely
               upon its review of the publicly available records of the FCC and
               upon inquiry of the Company's and its subsidiaries' management,
               during the time the cable systems of the Company and its
               subsidiaries have been owned by the Company and its subsidiaries
               (A) there has been no adverse FCC judgment, order or decree
               issued by the FCC relating to the ongoing operations of any of
               the Company or one of its subsidiaries that has had or could
               reasonably be expected to have a Material Adverse Effect; and
               (B) there are no actions, suits, proceedings, inquiries or
               investigations by or before the FCC pending or threatened in
               writing against or specifically affecting the Company or any of
               its subsidiaries or any cable system of the Company or any of
               its subsidiaries which could, individually or in the aggregate,
               be reasonably expected to result in a Material Adverse Effect;

               (d)    Curtis Shaw, Esq., General Counsel of the Company, shall
        have furnished to you his written opinion, dated the Time of Delivery,
        in form and substance satisfactory to you, to the effect that:

                      (i)    Each subsidiary of the Company listed on a
               schedule attached to such counsel's opinion (the "Charter
               Subsidiaries") has been duly incorporated or