LEGAL OPINION
Published on February 20, 1998
EXHIBIT 5.3
WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT
A PROFESSIONAL CORPORATION
JULIUS J. BRECHT TELEPHONE
CHERYL RAWLS BR (907) 276-6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER ATTORNEYS AT LAW FACSIMILE
ROBERT M. JOHNSON (907) 276-5093
BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600
KENNETH E. VASSAR E-MAIL
ERIC E. WOHLFORTH ANCHORAGE, ALASKA 99501-2048 wajb@alaska.net
OF COUNSEL
PETER ARGETSINGER
February 20, 1998
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. Revised 1986 Stock Option Plan as
Revised on January 9, 1998; Our File No. 618.0729
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with 2,500,000 shares of Class A
common stock of the Company ("Shares") to be issued in conjunction with the
Company's Revised 1986 Stock Option Plan ("Plan"), the allocation of which
Shares was approved by the shareholders of the Company at its annual meeting
held on November 25, 1997.
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. (which corporation's present name is WestMarc
Communications, Inc.), by resolution at the Company's
shareholder meeting held on December 17, 1986;
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;
Registration Statement (S-8) Amendment No. 2
GCI Stock Option Plan
ASS00C46/0618.0729 Page 31
Ronald A. Duncan
February 20, 1998
Page 2
3. 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, and November 25, 1997 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, 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
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; and at the June 20 meeting, the
shareholders also 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;
4. The Articles and Bylaws in effect as of the date of this
letter were materially the same as those 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;
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; and
6. 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 and Bylaws.
Copies of the restated Articles (dated August 4, 1993) and the sole
amendment to them (dated December 9, 1997), current revised Bylaws (dated March
24, 1993) and current Restated Certificate of Amended and Restated Articles
(dated December 12, 1997), the above referenced resolutions, and the Plan as
amended have been delivered to this firm. We have reviewed these
Registration Statement (S-8) Amendment No. 2
GCI Stock Option Plan
ASS00C46/0618.0729 Page 32
Ronald A. Duncan
February 20, 1998
Page 3
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
respective options under 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 stockholder
pro rata based upon ownership of outstanding shares of Class A 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 use of
this letter as an exhibit in a Form S-8 registration with the Securities and
Exchange Commission pertaining to the Shares to be allocated to the Plan.
Sincerely,
WOHLFORTH, ARGETSINGER,
JOHNSON & BRECHT
/s/
Julius J. Brecht
JJB/neb
Registration Statement (S-8) Amendment No. 2
GCI Stock Option Plan
ASS00C46/0618.0729 Page 33