SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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statement on Form S-4 (the "Registration Statement"), which includes the Joint
Proxy Statement and Prospectus of America Online and Time Warner (the "Proxy
Statement/Prospectus"), as filed with the Securities and Exchange Commission
(the "SEC"). This opinion is being delivered in connection with the Registration
Statement to which this opinion appears as an exhibit.

          In that connection, you have requested our opinion regarding certain
U.S. federal income tax consequences of the Merger.  In providing our opinion,
we have examined the Merger Agreement, the Registration Statement which includes
the Joint Proxy Statement/Prospectus, and such other documents and corporate
records as we have deemed necessary or appropriate for purposes of our opinion.
We have not, however, undertaken any independent investigation of any factual
matter set forth in any of the foregoing.  In addition, we have assumed with
your consent that (i) the Merger will be consummated in accordance with the
provisions of the Merger Agreement and the Registration Statement, (ii) the
statements concerning the Merger set forth in the Merger Agreement and the
Registration Statement are true, complete and correct and will remain true,
complete and correct at all times up to and including the Effective Time (as
defined in the Merger Agreement), (iii) the representations made by AOL Time
Warner, America Online and Time Warner, in their respective letters delivered to
us for purposes of this opinion (the "Representation Letters") are true,
complete and correct and will remain true, complete and correct at all times up
to and including the Effective Time (as defined in the Merger Agreement) and
(iv) any representations made in the Representation Letters "to the knowledge
of" or similarly qualified are correct without such qualification.  We have also
assumed that the parties have complied with and, if applicable, will continue to
comply with, the covenants contained in the Merger Agreement.  If any of the
above described assumptions are untrue for any reason or if the Merger is
consummated in a manner that is different from the manner in which they are
described in the Merger Agreement or the Proxy Statement/Prospectus, our
opinions as expressed below may be adversely affected and may not be relied
upon.

          Based upon the foregoing, for U.S. federal income tax purposes, we are
of opinion that (i) the America Online Merger and the Time Warner Merger will
each constitute an exchange to which Section 351 of the Internal Revenue Code of
1986, as amended (the "Code"), applies or a