EXHIBIT 5.1
Published on July 8, 1997
EXHIBIT 5.1
Wohlforth, Argetsinger, Johnson & Brecht
900 West 5th Avenue, Suite 600
Anchorage, Alaska 99501
July ___, 1997
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
Re: Validity of Common Stock
Gentlemen and Ladies,
We have acted as special counsel to General Communication, Inc., an Alaska
corporation (the "Company") in connection with its Registration Statement on
Form S-3 (File No. 333-28001) relating to 13,800,000 shares ("Shares") of the
Company's Class A Common Stock, no par value ("Common Stock") to be sold by the
Company and certain stockholders of the Company.
We have examined the Company's certificate of incorporation, bylaws and
minutes of the proceedings of the Company's board of directors authorizing the
issuance of the Shares and have considered such facts and examined such
questions of law as we have considered appropriate for purposes of rendering the
opinion expressed below.
Based on the foregoing examination, we advise you that in our opinion the
shares of Common Stock being offered pursuant to the Registration Statement have
been duly authorized and when issued and sold as contemplated in the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and to the reference to our firm under the heading
"Legal Matters" in the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Yours truly,