SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                                                     EXHIBIT 5.1

              Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                                
                             One Financial Center
                          Boston, Massachusetts 02111

                                                                617 542 6000
                                                                617 542 2241 fax
                                                                  


                                               March 24, 2000



AOL Time Warner Inc.
75 Rockefeller Plaza
New York, NY  10019

Ladies and Gentlemen:

     We have acted as special counsel to AOL Time Warner Inc., a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-4 (File No. 333-30184) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "SEC")  for the purpose
of registering with the SEC under the Securities Act of 1933, as amended (the
"Securities Act") up to (i) 4,115,782,406 shares of the Company's common stock,
$.01 par value per share,  (ii) 171,185,826 shares of the Company's Series LMCN-
V common stock, $.01 par value per share, (iii) 3,127,612 shares of the
Company's Series E preferred stock, $.10 par value per share, (iv) 15,766 shares
of the Company's Series F preferred stock, $.10 par value per share, (v) 700,000
shares of the Company's Series I preferred stock, $.10 par value per share and
(vi) 1,608,708 shares of the Company's Series J preferred stock, $.10 par value
per share (collectively, the "Shares"), pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of January 10, 2000,
 (the "Merger
Agreement"), among the Company, America Online, Inc. ("America Online"), Time
Warner Inc. ("Time Warner"), America Online Merger Sub Inc. and Time Warner
Merger Sub Inc.

     In connection with the rendering of the opinion set forth below, we have
examined, are familiar with and to the extent we deemed appropriate we have
relied on originals or copies, certified or otherwise, identified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation and By-laws of the Company currently in effect, (iii) the Merger
Agreement, (iv) the Restated Certificate of Incorporation and the Restated By-
laws of the Company that will be in effect at the Effective Time (as defined in
the Merger Agreement), (v) the resolutions adopted by the Board of Directors of
the Company as of February 4, 2000, relating to the Merger Agreement and certain
related matters and (vi) such other documents, agreements, records, instruments,
certificates of public officials and certificates of officers or other
representatives of the Company or others as we have deemed necessary or
appropriate for purposes of and as a basis for rendering the opinion set forth
below.

     In our examination, we have (i) assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals,
(ii) assumed the conformity to original 
                                        
                        
                        
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