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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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Renaissance Media Group LLC
Renaissance Media (Louisiana) LLC
Renaissance Media (Tennessee) LLC
Renaissance Media Capital Corporation
August 6, 1998
Page 2


issuance of the Notes as we deemed relevant or necessary for the opinion herein
expressed.  As to matters of fact relevant to our opinion, we have relied upon
certificates of officers of the Companies without further investigation.

     With respect to the foregoing documents, we have assumed (i) the
authenticity of all documents submitted to us as originals, the conformity with
authentic original documents of all documents submitted to us as copies or
forms, the genuineness of all signatures and the legal capacity of natural
persons, and (ii) that the foregoing documents, in the forms thereof submitted
for our review, have not been altered, amended or repealed in any respect
material to our opinion as stated herein.  We have not reviewed any documents
other than the documents listed above for purposes of rendering our opinion as
expressed herein, and we assume that the documents submitted to us for our
review have not been altered, amended or repealed in any respect material to our
opinion as stated herein.  We have not reviewed any documents other than the
documents listed above for purposes of rendering our opinion as expressed
herein, and we assume that there exists no provision of any such other document
that bears upon or is inconsistent with our opinion as expressed herein.  We
have conducted no independent factual investigation of our down, but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of which
we assume to be true, complete and accurate in all material respects.

     Our opinion is limited to matters of law of the District of Columbia, the
Delaware General Corporation Law, the Delaware Revised Uniform Limited Liability
Company Act, and the United States of America, insofar as such laws apply, and
we express no opinion as to conflicts of law rules, or the laws of any states or
jurisdictions, including federal laws regulating securities or other federal
laws, or the rules and regulations of stock exchanges or any other regulatory
body, other than as specified above.

     Based upon and subject to the forgoing and any other qualifications stated
herein, we are of the opinion that the New Notes, when duly executed,
authenticated and delivered in accordance with the provisions of the Indenture
against payment therefor and under the terms and conditions described in the
Registration Statement and the Indenture, will constitute valid and binding
obligations of the Companies, subject, as to enforcement, (i) to any applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar law relating  to or affecting creditor's rights generally and (ii) to
general principles of equity and judicial discretion.