Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
March 24, 2000
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies and (iii) assumed and
relied upon the truth, accuracy and completeness (without independent
investigation or verification) of the information, representations, warranties
and statements contained in the records, documents, instruments and certificates
we have reviewed. In rendering the opinion set forth below, we have assumed that
such parties had, have or will have all requisite power and authority to execute
and deliver all agreements, documents, instruments and certificates examined by
us and have also assumed the due authorization by all requisite action, and the
due execution and delivery by such parties of all such agreements, documents,
instruments and certificates and the validity and binding effect thereof. As to
any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Our opinion is limited to applicable provisions of the Delaware
Constitution and the General Corporation Law of the State of Delaware ("Delaware
Law") and judicial decisions interpreting Delaware Law. We express no opinion
with respect to the laws of any other jurisdiction and no opinion is expressed
herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance in connection with the Mergers (as
defined in the Merger Agreement) and, upon consummation of the Mergers, the
issuance of the Shares and the delivery of proper stock certificates therefor in
accordance with the terms and conditions of the Merger Agreement, the Shares
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the caption
"Legal Matters" in the America Online and Time Warner proxy materials included
therein. In giving this consent, we do not thereby admit that we are included in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC promulgated thereunder.
This opinion is furnished by us, as special counsel to the Company, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act and, except as provided in the immediately preceding paragraph,
is not to be used, circulated or quoted for any other purpose or otherwise
referred to or relied upon by any other person without the express written
permission of the Company.
Very truly yours,
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.