EXHIBIT 5.5
Published on June 25, 2003
EXHIBIT 5.5
LEGAL OPINION ON LEGALITY OF SHARES DATED JUNE 25, 2003
[WVJB LETTERHEAD]
June 25, 2003
Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
Re: Opinion As To Legality of Shares To Be Issued Pursuant To
General Communication, Inc. Qualified Employee Stock
Purchase Plan; Our File No. 0618.0633
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with 4,000,000 shares of Class A
common stock of the Company ("Shares") to be allocated and issued in conjunction
with the Company's revised Qualified Employee Stock Purchase Plan ("Plan").
It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):
1. The Plan was adopted by the board of directors of the Company
("Board") by resolution at its December 17, 1986 meeting
called and conducted in accordance with the Restated Articles
of Incorporation and Bylaws of the Company ("Articles" and
"Bylaws", respectively), and the Plan was approved by the
Company's then sole shareholder, Western Tele-Communications,
Inc., by resolution at the Company's shareholder meeting held
on December 17, 1986; and the Plan was later amended by the
Board on June 4, 1992 to comply with changes to the federal
Rule 16b-3; on March 24, 1993 the Board approved an increased
allocation of stock to the Plan in the amount of 700,000
shares of Class A common stock and 100,000 shares of Class B
common stock, on October 20, 1994 to comply with the Internal
Revenue Code of 1986, as amended, and The Plan was amended by
the Board to allow participating eligible employees
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John M. Lowber, Senior Vice President and Chief Financial Officer
General Communication, Inc.
Re: Opinion As To Legality of Shares To Be Issued
Pursuant To General Communication, Inc.
Qualified Employee Stock Purchase Plan
Our File No. 0618.0633
June 25, 2003
to choose to invest in securities other than the common stock
of the Company; on February 9, 1995 the Board approved an
increased allocation of stock to the Plan in the amount of
800,000 shares of Class A common stock; on September 1, 1995
the Plan was amended by the Board to comply with provisions of
the Internal Revenue Code of 1986, asamended, primarily
related to investment responsibility and the relationship
between the Plan Committee and the Trustee; on June 25, 1998,
the Board approved amendments to the Plan dealing with
hardship withdrawals and rollover contributions; on October
30, 1998, the Board approved an increased allocation of stock
to the Plan in the amount of 2,000,000 shares of Class A and
400,000 shares of Class B common stock; on May 10, 2000, the
Board approved an increased allocation of stock to the Plan in
the amount of 2,500,000 shares of Class A common stock; and on
April 25, 2003 the Board approved an increased allocation of
stock to the Plan in the form of the Shares, i.e., 4,000,000
shares of Class A common stock;
2. The Articles provide that the Company has the power to issue
and sell any stock and further expressly provides for the
issuance of Class A common stock and Class B common stock;
3. The Plan provides for the acquisition of Class A and Class B
common stock of the Company by the Plan on behalf of qualified
employees, and there are shares available for issuance by the
Company under the Plan and pursuant to the Articles;
4. The material provisions of the Articles and Bylaws pertaining
to the issuance of Class A common stock in effect as of the
date of this letter were those in effect as of April 25, 2003;
5. The Company was incorporated as an Alaska corporation and
received a Certificate of Incorporation dated July 16, 1979
from the Alaska Department of Commerce and Economic
Development;
6. The Company is in good standing with respect to the reporting
and corporation tax requirements of the Alaska Corporations
Code to which the Company is subject, and the Company is
otherwise validly existing as an Alaska corporation pursuant
to the laws of the State of Alaska with all
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John M. Lowber, Senior Vice President and Chief Financial Officer
General Communication, Inc.
Re: Opinion As To Legality of Shares To Be Issued
Pursuant To General Communication, Inc.
Qualified Employee Stock Purchase Plan
Our File No. 0618.0633
June 25, 2003
requisite powers to own property and to conduct its business
in the manner contemplated by the Articles and Bylaws.
Copies of the Articles and Bylaws, as amended and revised,
respectively, Certificate of Incorporation, as restated, the above referenced
resolutions, and the Plan have been delivered to this firm. We have reviewed
these documents. The Articles provide that the Company is organized for the
purposes of transacting any and all lawful business for which corporations may
be incorporated under the Alaska Corporations Code.
Based upon the foregoing Facts, we are of the opinion as follows.
Assuming due compliance with applicable federal and state securities laws, (1)
the Shares will, when issued through the Plan, represent newly created and
legally issued, fully paid, and non-assessable shares of Class A common stock in
the Company and (2) each holder of a Share will be entitled to the benefits of a
shareholder pro rata based on ownership of outstanding shares of the respective
class of common stock of the Company.
This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. The firm is aware of the Company's intent to and consents to the use of
this letter as an exhibit in an amendment to Form S-8 registration with the
Securities and Exchange Commission pertaining to the Shares to be allocated to
the Plan.
Sincerely,
WOHLFORTH, VASSAR,
JOHNSON & BRECHT
/s/
Julius J. Brecht
JJB/dky
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