EXHIBIT 5.1
[IRELL & MANELLA LLP LETTERHEAD]
April 29, 2002
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
12405 Powerscourt Drive
St. Louis, Missouri 63131
Re: Charter Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation Registration Statement on Form S-4
Ladies and Gentlemen:
We are counsel to Charter Communications Holdings, LLC, a Delaware limited
liability company ("Charter Holdings"), and Charter Communications Holdings
Capital Corporation, a Delaware corporation ("Charter Capital" and, together
with Charter Holdings, the "Companies"), in connection with the filing by the
Companies with the Securities and Exchange Commission (the "Commission") of a
registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the proposed issuance by the Companies of $350 million
aggregate principal amount of their new 9.625% senior notes due 2009 (the "New
Eight Year Senior Notes"), $300 million aggregate principal amount of their new
10.000% senior notes due 2011 (the "New Ten Year Senior Notes") and $450 million
aggregate principal amount of their new 12.125% senior discount notes due 2012
(the "New Senior Discount Notes" and, collectively with the New Eight Year
Senior Notes and the New Ten Year Senior Notes, the "New Notes") in connection
with the proposed exchange of $1,000 principal amount of the New Eight Year
Senior Notes, New Ten Year Senior Notes and New Senior Discount Notes for each
$1,000 principal amount of their outstanding 9.625% senior notes due 2009 (the
"Original Eight Year Senior Notes"), 10.000% senior notes due 2011 (the
"Original Ten Year Senior Notes") and 12.125% senior discount notes due 2012
(the "Original Senior Discount Notes" and, collectively with the Original Eight
Year Senior Notes and the Original Ten Year Senior Notes, the "Original Notes"),
respectively. The Original Notes are and the New Notes, upon issuance, will be
governed by the Indentures, as defined below, by and between the Companies and
BNY Midwest Trust Company, as trustee (the "Trustee"). This opinion letter is
delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents:
1. The Registration Statement, in the form filed with the Commission;
2. The charter documents of the Companies and their parent, Charter
Communications, Inc. ("Charter"), as currently in effect;
3. The Indenture dated May 15, 2001 and the First Supplemental
Indenture thereto (as so supplemented, the "Eight Year Senior Notes
Indenture") dated as of January 14, 2002 governing the Companies' Eight
Year Senior Notes;
4. The Indenture dated May 15, 2001 and the First Supplemental
Indenture thereto (as so supplemented, the "Ten Year Senior Notes
Indenture") dated as of January 14, 2002 governing the Companies' Ten Year
Senior Notes;
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
April 29, 2002
Page 2
5. The Indenture dated as of January 14, 2002, governing the
Companies' 12.125% Senior Discount Notes due 2012 (the "Senior Discount
Notes Indenture," and collectively, together with the Eight Year Senior
Notes Indenture and the Ten Year Senior Notes Indenture, the "Indentures");
6. The forms of the New Notes;
7. The Resolutions of the Board of Directors of Charter, dated as of
January 8, 2002, relating to, among other things, the issuance and exchange
of the New Notes for the Original Notes and the filing of the Registration
Statement;
8. The Resolutions of the Manager of Charter Holdings, dated as of
January 8, 2002, relating to, among other things, the issuance and exchange
of the New Notes for the Original Notes and the filing of the Registration
Statement;
9. The Resolutions of the Board of Directors of Charter Holdings,
dated as of January 8, 2002, relating to, among other things, the issuance
and exchange of the New Notes for the Original Notes and the filing of the
Registration Statement; and
10. The Resolutions of the Board of Directors of Charter Capital,
dated as of January 8, 2002, relating to, among other things, the issuance
and exchange of the New Notes for the Original Notes and the filing of the
Registration Statement.
We also have examined such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and factual representations of officers and other
representatives of the Companies, Charter and others.
Based upon the foregoing, and subject to the assumptions and limitations
set forth herein, we are of the opinion that, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments, if any), shall have become effective under the Securities Act and
(ii) the New Notes are duly executed, issued and delivered by duly authorized
officers of the Companies, and authenticated by the Trustee, all in accordance
with the terms of the Indentures and the prospectus contained in the
Registration Statement, against surrender and cancellation of a like principal
amount of Original Notes, the New Notes issued by the Companies will be legally
issued and the New Notes will constitute valid and binding obligations of the
Companies, enforceable against the Companies in accordance with their terms,
except to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and
other laws relating to or affecting creditors' rights generally and (ii) general
principles of equity, whether such enforcement is considered in a proceeding in
equity or at law.
We observe that the Indentures and the New Notes purport to be governed by
the laws of the State of New York, and our opinion is accordingly limited to
such laws.
We have relied on the Form T-1 and the certificates delivered by the
Trustee as to the qualifications, authority, legal power and eligibility of the
Trustee to act as trustee under the Indentures and to perform its duties in
accordance with the terms of the Indentures.
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
April 29, 2002
Page 3
This opinion is given in respect of the Indentures and the New Notes only,
and we express no opinion as to the legality, validity or binding effect of any
related document, instrument or agreement or any other matter beyond the matters
expressly set forth herein. This opinion speaks only as of its date, and we
affirmatively disclaim any obligation to update this opinion letter to disclose
to you facts, events or changes of law or interpretation of law occurring,
arising or coming to our attention after the date hereof.
This opinion is intended to be filed as an exhibit to the Registration
Statement for the benefit of the holders of the Original Notes who will be
acquiring the New Notes to be issued pursuant thereto and may not be otherwise
used or relied upon and may not be otherwise disclosed, quoted, filed with a
governmental agency or otherwise referred to without our prior written consent.
However, we consent to the use of our name under the caption "Legal Matters" in
the Registration Statement and prospectus and any amendments thereto. In giving
such consent, we do not admit that we are experts within the meaning of the
Securities Act or the rules and regulations thereunder or that this consent is
required by Section 7 of the Securities Act.
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Very truly yours,
/s/ Irell & Manella LLP