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>   21

               formed, as the case may be, and is validly existing as a
               corporation or limited liability company, as the case may be, in
               good standing under the laws of its jurisdiction of
               incorporation or formation; and all of the issued shares of
               capital stock or limited liability company interests, as the
               case may be, of each Charter Subsidiary have been duly and
               validly authorized and issued and, assuming receipt of requisite
               consideration therefor, are fully paid and non-assessable;

                      (ii)   Each of the Issuers and the Charter Subsidiaries
               has been duly qualified as a foreign corporation or limited
               liability company, as the case may be, for the transaction of
               business and is in good standing under the laws of each
               jurisdiction set forth in a schedule to such counsel's opinion;

                      (iii)  To the best of such counsel's knowledge and other
               than as set forth in the Offering Circular, there are no legal
               or governmental proceedings pending to which the Issuers or any
               of their subsidiaries is party or of which any property of the
               Issuers or any of their subsidiaries is the subject which are
               likely to have, individually or in the aggregate, a Material
               Adverse Effect; and, to the best of such counsel's knowledge and
               other than as set forth in the Offering Circular, no such
               proceedings are overtly threatened by governmental authorities
               or by others; and

               (e)    On the date of the Offering Circular prior to the
        execution of this Agreement and also at the Time of Delivery, each of
        Arthur Andersen LLP, KPMG LLP, Ernst & Young LLP and
        PriceWaterhouseCoopers LLP shall have furnished to you a letter or
        letters, dated the respective dates of delivery thereof, in form and
        substance satisfactory to you;

               (f)    (i) None of the Issuers or any of their subsidiaries
        shall have sustained since the date of the latest audited financial
        statements included in the Offering Circular any loss or interference
        with its business from fire, explosion, flood or other calamity,
        whether or not covered by insurance, or from any court or governmental
        action, order or decree, otherwise than as set forth or contemplated in
        the Offering Circular, and (ii) since the respective dates as of which
        information is given in the Offering Circular there shall not have been
        any change in the capital stock, limited liability company interests or
        long-term debt of the Issuers or any of their subsidiaries or any
        change, or any development involving a prospective change, in or
        affecting the general affairs, management, financial position,
        stockholders' or members' equity, or results of operations of the
        Issuers and their subsidiaries, otherwise than as set forth or
        contemplated in the Offering Circular, the effect of which, in any such
        case described in clause (i) or (ii), is in the judgment of the
        Purchasers so material and adverse as to make it impracticable or
        inadvisable to proceed with the public offering or the delivery of the
        Securities on the terms and in the manner