SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                               2



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 opinion
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 reorganization within the
meaning of Section 368(a) of the Code, or both; (ii) no gain or loss will be
recognized by AOL Time Warner, Time Warner or Time Warner Merger Sub as a result
of the Merger; (iii) no gain or loss will be recognized by U.S. Holders of Time
Warner capital stock on the exchange of their Time Warner capital stock for AOL
Time Warner capital stock (except with respect to cash received by U.S. Holders
of Time Warner capital stock in lieu of fractional shares of AOL Time Warner
capital stock); (iv)