EXHIBIT 5.4
Published on July 30, 2004
EXHIBIT 5.4
July 30, 2004
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. Amendment No. 2 Dated June 24,
2004 To the Amended and Restated 1986 Stock Option Plan;
Our File No. 0618.0746
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with options which may be granted
in 2.5 million shares of, and if granted the issuance of those shares of, Class
A common stock of the Company ("Shares") to be issued in conjunction with the
Company's Amendment No. 2 dated June 24, 2004 To The Amended And Restated 1986
Stock Option Plan, dated March 14, 2000 ("Plan"), the allocation of which Shares
was approved by the shareholders of the Company at its annual meeting held on
June 10, 2004.
It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as of the date of this
letter as follows ("Facts"):
o 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 Articles of
Incorporation and Bylaws of the Company, which articles and
bylaws have been subsequently amended, restated and otherwise
revised from time to time in accordance with Alaska corporate
law to their form as of the date of this letter ("Articles"
and "Bylaws", respectively), and the Plan, in its form at that
time was approved by the Company's then sole shareholder,
Western Tele-Communications, Inc., by
Ronald A. Duncan, President
General Communication, Inc.
Opinion As To Legality of Shares To Be Issued Pursuant To General Communication,
Inc. Amendment No. 2 Dated June 24, 2004 To the
Amended and Restated 1986 Stock Option Plan
Our File No. 0618.0746
July 30, 2004
resolution at the Company's shareholder meeting held on
December 17, 1986.
o 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.
o The Plan initially provided for the granting of options to
eligible employees to purchase up to 600,000 shares of Class A
common stock of the Company. Subsequently, the shareholders of
the Company at their September 15, 1988, November 12, 1991,
June 20, 1995, November 25, 1997, June 10, 1999, June 8, 2000,
June 6, 2002, and June 10, 2004 annual meetings authorized
amendments to the Plan by approving allocations to the Plan of
an additional 250,000 shares, 1,500,000 shares, 850,000
shares, 2,500,000 shares, 1,500,000 shares, 1,500,000 shares,
2,000,000 shares, and 2,500,000 shares of Class A common stock
of the Company, respectively. As of the date of this letter,
there were shares available for issuance by the Company under
the Plan and pursuant to the Articles. At the November 12,
1991 meeting, the shareholders also approved an extension of
the period during which an option may be exercised under the
Plan from five years to ten years as measured from the date of
granting of the option; at the June 20, 1995 meeting, the
shareholders further approved the removal of any provision of
the Plan for termination of granting of options under it after
December 20, 1996 or otherwise for its mandatory termination
after ten years; at the June 10, 1999 meeting, the
shareholders also ratified and otherwise approved board action
(taken at a meeting held on October 30, 1998) to change
provisions of the Plan setting forth the eligibility criteria
for membership on the Option Committee, which administers the
Plan, from that of disinterested directors to "non-employee"
directors as the term is defined in the Plan; at the June 8,
2000 meeting, the shareholders further approved amendments
deleting exceptions to authority of the Company's board of
directors to amend the Plan without shareholder approval and
ratified several administrative changes to the Plan; and at
the June 6, 2002 meeting, the shareholders also approved
establishing an upper limit of 500,000 shares per year on the
number of shares that may be granted to a participant in the
Plan.
Ronald A. Duncan, President
General Communication, Inc.
Opinion As To Legality of Shares To Be Issued Pursuant To General Communication,
Inc. Amendment No. 2 Dated June 24, 2004 To the
Amended and Restated 1986 Stock Option Plan
Our File No. 0618.0746
July 30, 2004
o The Articles and Bylaws in effect as of the date of this
letter are materially the same as those which were in effect
as of November 25, 1986 with respect to the power to grant
options in and issue Class A common stock; except that the
shareholders at the November 25, 1997 meeting approved an
increase in the authorized Class A common stock of the Company
from 50 million to 100 million shares thus providing
sufficient shares for the allocation of the shares to the Plan
approved at that meeting.
o 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.
o The Company is in good standing with respect to the reporting
and corporation tax requirements of the Alaska Corporations
Code to which it is subject, and the Company is otherwise
validly existing as an Alaska corporation pursuant to the laws
of the State of Alaska with all requisite powers to own
property and to conduct its business in the manner
contemplated by the Articles, Bylaws, and the Alaska
Corporations Code.
Copies of the current Articles (as restated through the Restated
Articles of Incorporation filed of record December 18, 2000), current revised
Bylaws (dated April 23, 2004), the Company's current Restated Certificate of
Incorporation (dated December 18, 2000), the above referenced resolutions, the
Amendment No. 2 dated June 24, 2004 to the Plan 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, should the options in the Shares be
granted, those options be exercised, and the Shares be issued as of the date of
this letter, we are of the opinion as follows. Assuming due compliance with
applicable federal and state securities laws, (i) the Shares will, when issued
through the respective options granted and exercised under the Plan, represent
newly created, legally issued, fully paid, and non-assessable shares of Class A
common stock in the Company, and (ii) each holder of a Share will be entitled to
the benefits of a shareholder pro rata based upon ownership of outstanding
shares of Class A common stock of the Company.
Ronald A. Duncan, President
General Communication, Inc.
Opinion As To Legality of Shares To Be Issued Pursuant To General Communication,
Inc. Amendment No. 2 Dated June 24, 2004 To the
Amended and Restated 1986 Stock Option Plan
Our File No. 0618.0746
July 30, 2004
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. We are aware of the Company's intent to, and we consent to, use of this
letter as an exhibit in a Form S-8 registration with the Securities and Exchange
Commission under the Securities Act of 1933, as amended and pertaining to the
Shares to be allocated to the Plan.
Sincerely,
WOHLFORTH, VASSAR,
JOHNSON & BRECHT
/s/
Julius J. Brecht
JJB/dky
Enclosures