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 8.1

                  [Letterhead of Simpson Thacher & Bartlett]



 
                                                                          [date]
America Online, Inc.
22000 AOL Way
Dulles, VA  20166-9323



                         Agreement and Plan of Merger
                         ----------------------------
                         Dated as of January 10, 2000,
                         -----------------------------
                       Between America Online, Inc. and
                       --------------------------------
                               Time Warner Inc.
                               ----------------


                                        
                                        
Dear Sirs:

          We have acted as counsel for America Online, Inc., a Delaware
Corporation ("America Online"), in connection with the transactions contemplated
by the Agreement and Plan of Merger (the "Merger Agreement") dated as of January
10, 2000, between America Online and Time Warner Inc. ("Time Warner"), in which
America Online Merger Sub Inc. ("America Online Merger Sub"), a subsidiary of
AOL Time Warner Inc. ("AOL Time Warner"), a newly organized Delaware
corporation, shall be merged with and into America Online with America Online
surviving as a wholly owned subsidiary of AOL Time Warner (the "America Online
Merger") and Time Warner Merger Sub Inc. ("Time Warner Merger Sub"), another
subsidiary of AOL Time Warner, shall be merged with and into Time Warner with
Time Warner surviving as a wholly owned subsidiary of AOL Time Warner (the "Time
Warner Merger") (the America Online Merger together with the Time Warner Merger,
the "Merger").  Capitalized terms not otherwise defined herein shall have the
meanings specified in the
 registration