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 8.2


                                [Letterhead of]

                            CRAVATH, SWAINE & MOORE
                               [New York Office]


 

                                                                          [date]


                         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 Time Warner Inc., a Delaware corporation
("Time Warner"), 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, Inc. ("America Online"), and 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 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