EXHIBIT 5.1
Published on October 4, 1996
EXHIBIT 5.1
WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT
A PROFESSIONAL CORPORATION
JULIUS J. BRECHT TELEPHONE
CHERYL RAWLS BROOKING (907) 276-6401
CYNTHIA L. CARTLEDGE ATTORNEYS AT LAW
ROBERT M. JOHNSON
BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600 FACSIMILE
KENNETH E. VASSAR (907) 276-5093
ERIC E. WOHLFORTH ANCHORAGE, ALASKA 99501-2048
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OF COUNSEL
PETER ARGETSINGER
October 4, 1996
John M. Lowber
Senior Vice President and
Chief Financial Officer
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, AK 99503
RE: Opinion as to the Legality of Certain Shares to be Registered
Pursuant to an Offering by General Communication, Inc. and
Issued in Conjunction with Acquisition of Securities of Prime
Cable of Alaska, L.P. and Assets of Alaskan Cable Network
Companies; Our File No. 618.1044
Dear Mr. Lowber:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company") in connection with the registration of certain
shares of Class A Common Stock of the Company to be offered to four television
cable companies in conjunction with the Company's acquisition of securities and
assets of those companies ("Company Stock"). This acquisition is part of an
acquisition by the Company of seven cable television companies. However, this
opinion is limited to the issuance of Company Stock to four of those companies
as further described in this letter.
FACTS
It is this firm's understanding that certain material facts surrounding
the proposed transactions are represented by the Company as follows ("Facts"):
1. On April 12, 1996 a teleconference meeting of the board of directors
of the Company ("Board"), was held at which the Board approved a resolution
("Resolution") which states that, among other things, the Company is authorized
REGISTRATION STATEMENT
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to enter into separate purchase agreements in the form of agreements
substantially as presented to the Board, with seven cable television companies
providing services in Alaska. Four cable television companies will receive, as
part of their consideration, 14,723,077 shares of Company Class A common stock
according to two agreements as follows:
(a) An agreement with Prime Cable of Alaska, L.P., a Delaware
limited partnership ("Prime") offering 11,800,000 shares of Company Stock to the
holders, directly or indirectly, of all of the limited and general partner
interests of Prime (for subsequent distribution to the security holders of those
partners) and the holders of equity participation interests in Prime; and
(b) An agreement with Alaskan Cable Network/Fairbanks, Inc.,
Alaskan Cable Network/Juneau, Inc., and Alaskan Cable Network/Ketchikan-Sitka,
Inc. (collectively "Alaskan Cable") offering 2,923,077 shares of Company Stock
to Alaskan Cable for subsequent distribution to the respective sole shareholder
of each of the three corporations comprising Alaskan Cable;
2. The Company received a Certificate of Incorporation from the State
of Alaska dated July 16, 1979, and its Articles of Incorporation have been
restated as of November 25, 1986, August 14, 1990, February 3, 1992, and August
16, 1993 ("Articles") and such Articles are on file with the Alaska Department
of Commerce and Economic Development. The Articles state that the Company is
organized for the purposes of transacting any and all lawful business for which
a corporation may be incorporated under the Alaska Corporations Code. The
Articles state that the Company has the power to issue and sell its Class A
common stock; and
3. As of the date of this letter, the Company was current on the filing
of its biennial corporate report and payment of its corporation tax under the
Alaska Corporations Code.
4. Copies of the Articles, the current Bylaws (as revised on March 23,
1993), the Certificate of Incorporation, and the Resolution (collectively, the
"Corporate Documents") have been delivered to this firm.
CONCLUSIONS OF LAW
Copies of the Articles, the current Bylaws (as revised on March 23,
1993), the Certificate of Incorporation, and the Resolution (collectively, the
"Corporate Documents") have been delivered to this firm. Based upon the
foregoing Facts and our review of Corporate Documents, we are of the opinion as
follows:
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1. The Corporate Documents are consistent with the Alaska Corporations
Code and applicable Alaska law.
2. The Company Stock, when issued, will represent legally issued, fully
paid and nonassessable shares of Class A common stock of the Company; and
3. Each holder of a share of the Company Stock will be entitled to the
benefits of a shareholder pro rata based upon ownership of outstanding shares of
the Class A common stock of the Company.
We have rendered the foregoing opinion as of the date hereof, and we do
not undertake to supplement our opinion with respect to factual matters or
changes in the law which may hereafter occur.
Other than as an exhibit in the registration of the Company Stock under
the federal Securities Act of 1933, as amended, and under registration or
exemption under other applicable state securities laws, 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 without our prior written consent.
WOHLFORTH, ARGETSINGER,
JOHNSON & BRECHT, A
Professional Corporation
/S/
REGISTRATION STATEMENT
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