entirety in any filing made by America Online, Time Warner or Holdco in respect
of the Mergers with the Securities and Exchange Commission. This opinion does
not in any manner address the prices at which shares of America Online Common
Stock or Time Warner Common Stock will trade prior to the consummation of the
Mergers or the prices at which shares of Holdco Common Stock will trade
following the consummation of the Mergers, and we express no opinion or
recommendation as to how the stockholders of America Online or Time Warner
should vote at the respective stockholders' meetings to be held in connection
with the Mergers.
Based on and subject to the foregoing, we are of the opinion that, on the
date hereof, the Exchange Ratio is fair from a financial point of view to the
holders of Time Warner Common Stock and Time Warner Series LMCN-V Stock.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
/s/ Paul J. Taubman
Paul J. Taubman