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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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Avalon Cable of Michigan, Inc.
May 26, 1999
Page 2


capacity of director or officer was duly elected to that director or officer
position and held that position when such action was taken.  We have not
verified any of those assumptions.

     The opinions expressed in this opinion letter are limited to the laws of
the Commonwealth of Pennsylvania.  We are not opining on, and we assume no
responsibility with respect to, the applicability to or effect on any of the
matters covered herein of the laws of any other jurisdiction, Federal law, or
the local laws of any jurisdiction.  In this regard we note that the Indenture
and the Supplemental Indenture provide that they are to be governed by New York
law.  Except to the extent expressly set forth below, we express no opinion as
to the enforceability of the Indenture or the Supplemental Indenture.  We
express no opinion as to whether any of the transactions or arrangements
constituting the Reorganization constitute deemed distributions to or for the
benefit of shareholders as defined in the Pennsylvania Business Corporation Law
of 1988, as amended, or as to the application of Pennsylvania statutes or rules
of law relating to fraudulent transfers or as to the adequacy of the
consideration for any of the transactions constituting the Reorganization.  We
also express no opinion as to the applicability or effect, if any, on the
opinions rendered herein of the litigation described in Note 3 of the Notes to
Condensed Consolidated Financial Statements of Cable Michigan, Inc. included in
the Offering Memorandum dated December 3, 1998 relating to the Notes.

     Based on the foregoing, and subject to the foregoing and the additional
qualifications and other matters set forth below, it is our opinion that:

     1.  Avalon-Pennsylvania is a corporation duly incorporated and validly
subsisting under the laws of the Commonwealth of Pennsylvania.

     2.  Avalon-Pennsylvania (a) has the requisite corporate power to execute,
deliver, and perform its obligations under the Supplemental Indenture, (b) has
taken all necessary corporate action to authorize the execution, delivery, and
performance of the Supplemental Indenture, and (c) has duly executed and
delivered the Supplemental Indenture.

     3.  The execution and delivery by Avalon-Pennsylvania of, and the
performance by Avalon-Pennsylvania of its obligations under, the Supplemental
Indenture do not violate Avalon-Pennsylvania's Articles of Incorporation or By-
laws.

     4.  The execution and delivery by Avalon-Pennsylvania of, and the
performance by Avalon-Pennsylvania of its obligations under, the Supplemental
Indenture do not violate the Pennsylvania Business Corporation Law of 1988, as
amended, or any other law, rule or regulation of the Commonwealth of
Pennsylvania (except that we express no opinion as to compliance with any laws,
rules or regulations governing or regulating securities matters).

     We are furnishing this opinion letter to you solely in connection with the
Supplemental Indenture.  You may not rely on this opinion letter in any other
connection, and it may not be