<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1999
REGISTRATION NO. 333-75923
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NEXTLINK COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4813 91-1738221
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
Incorporation or Organization) No.)
</TABLE>
------------------------
500 108TH AVENUE N.E., SUITE 2200, BELLEVUE, WASHINGTON 98004, (425) 519-8900
(Address, including ZIP code, and telephone number, including area code, of
the Registrant's principal executive offices)
------------------------
R. BRUCE EASTER JR., ESQ.
500 108TH AVENUE N.E., SUITE 2200
BELLEVUE, WASHINGTON 98004
(425) 519-8900
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
------------------------
COPY TO:
<TABLE>
<S> <C>
BRUCE R. KRAUS, ESQ. STEPHEN O. MEREDITH, ESQ.
WILLKIE FARR & GALLAGHER NICHOLAS S. HODGE, ESQ.
787 SEVENTH AVENUE EDWARDS & ANGELL, LLP
NEW YORK, NEW YORK 10019 101 FEDERAL STREET
(212) 728-8000 BOSTON, MA 02110
(617) 439-4444
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PER SHARE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE(1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.02 per share................. 6,656,600 $58.6875 $390,659,213 $115,245(2)
</TABLE>
(1) The fee was calculated pursuant to Rule 457(c) under the Securities Act of
1933 and was based on the average of the high and low prices for the Class A
Common Stock on The Nasdaq National Market on April 6, 1999.
(2) Previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NEXTLINK is a Delaware corporation. In its Certificate of Incorporation,
NEXTLINK has adopted the provisions of Section 102(b)(7) of the Delaware General
Corporation Law (the "Delaware Law"), which enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director for monetary damages for breach of
the director's fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware law (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director will
personally receive a benefit in money, property or services to which the
director is not legally entitled.
NEXTLINK has also adopted indemnification provisions pursuant to Section 145
of the Delaware Law, which provides that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person was an officer, director, employee or agent of the corporation,
or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers or directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against expenses
(including attorney's fees) that such officer or director actually and
reasonably incurred.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)
Exhibits:
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<C> <S>
3.1 Certificate of Incorporation of NEXTLINK.(1)
3.2 By-laws of NEXTLINK.(1)
4.1 Indenture, dated November 12, 1998, by and among NEXTLINK Communications, Inc. and
United States Trust Company of New York, as trustee, relating to the 10()3'>'(4)%
Senior Notes due 2008.(8)
4.3 Certificate of Designation of the Powers, Preferences and Relative, Participating,
Optional and Other Special Rights of 14% Senior Exchangeable Redeemable Preferred
Shares and Qualifications, Limitations and Restrictions Thereof.(1)
4.4 Form of stock certificate of 14% Senior Exchangeable Redeemable Preferred Shares.(3)
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.5 Indenture, dated as of April 25, 1996, by and among NEXTLINK Communications, Inc.,
NEXTLINK Capital, Inc. and United States Trust Company of New York, as Trustee,
relating to 12( 1)'(2)% Senior Notes due April 15, 2006, including form of global
note.(2)
4.6 First Supplemental Indenture, dated as of January 31, 1997, by and among NEXTLINK,
NEXTLINK Communications, L.L.C., NEXTLINK Capital, Inc. and United States Trust
Company of New York, as Trustee.(3)
4.7 Indenture, dated September 25, 1997, between United States Trust Company, as Trustee
and NEXTLINK Communications, Inc., relating to the 9(5)'(8)% Senior Notes due
2007.(4)
4.8 Indenture, dated March 3, 1998, between United States Trust Company, as Trustee and
NEXTLINK Communications, Inc., relating to the 9% Senior Notes due 2008.(5)
4.9 Certificate of Designation of Powers, Preferences and Relative, Participating,
Optional and Other Special Rights of 6 1/2% Cumulative Convertible Preferred Stock
and Qualifications, Limitations and Restrictions Thereof.(1)
4.10 Form of stock certificate of Class A common stock(9)
4.11 Indenture, dated April 1, 1998, between United States Trust Company, as Trustee and
NEXTLINK Communications, Inc., relating to the 9.45% Senior Discount Notes due
2008.(6)
4.12 Second Supplemental Indenture, dated June 3, 1998, amending Indenture dated April 25,
1996, by and among NEXTLINK Communications, Inc., NEXTLINK Capital, Inc. and United
States Trust Company of New York, as Trustee.(1)
4.13 First Supplemental Indenture, dated June 3, 1998, amending Indenture dated September
25, 1997, by and between NEXTLINK Communications, Inc. and United States Trust
Company of New York, as Trustee.(1)
4.14 First Supplemental Indenture, dated June 3, 1998, amending Indenture dated March 3,
1998, by and between NEXTLINK Communications, Inc. and United States Trust Company of
New York, as Trustee.(1)
4.15 First Supplemental Indenture, dated June 3, 1998, amending Indenture dated April 1,
1998, by and between NEXTLINK Communications, Inc. and United States Trust Company of
New York, as Trustee.(1)
5.1 Opinion of Willkie Farr & Gallagher.
8.1 Tax Opinion of Willkie Farr & Gallagher.
10.1 Stock Option Plan of NEXTLINK, as amended.(1)
10.2 Employee Stock Purchase Plan of NEXTLINK.(1)
10.3 Registration Rights Agreement dated as of January 15, 1997, between NEXTLINK and the
signatories listed therein(3).
10.4 Preferred Exchange and Registration Rights Agreement, dated as of January 31, 1997,
by and among NEXTLINK and the Initial Purchasers(3).
10.5 Fiber Lease and Innerduct Use Agreement, dated February 23, 1998, by and between
NEXTLINK and Metromedia Fiber Network, Inc. (5)
10.6 Amendment No. 1 to Fiber Lease and Innerduct Use Agreement, dated March 4, 1998, by
and between NEXTLINK and Metromedia Fiber Network, Inc. (5)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.7 Agreement and Plan of Merger, dated as of January 14, 1999, among NEXTLINK, WNP
Communications, Inc. and PCO Acquisition Corp. (7)
10.8 Registration Rights Agreement, dated January 14, 1999, between NEXTLINK and the
Holders referred to therein. (7)
10.9 Consent and Indemnity Agreement of Stockholders, dated January 14, 1999, by and among
NEXTLINK Communications, Inc., WNP Communications, Inc. and certain holders of non-
voting and voting common stock of WNP Communications, Inc.(7)
10.10 Consent and Indemnity Agreement of Preferred Stockholders, dated January 14, 1999, by
and among NEXTLINK Communications, Inc., WNP Communications, Inc. and certain holders
of Series A preferred stock of WNP Communications, Inc.(7)
21 Subsidiaries of the Registrant.(5)
23.1 Consent of Arthur Andersen LLP, independent public accountants of NEXTLINK
Communications, Inc*
23.2 Consent of Arthur Andersen LLP, independent public accountants of WNP Communications,
Inc.*
23.3 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5.1
and Exhibit 8.1).
</TABLE>
- ------------------------
* Previously filed.
(1) Incorporated herein by reference to the exhibit filed with the Registration
Statement on Form S-4 of NEXTLINK Communications, Inc. (Commission File No.
333-53975).
(2) Incorporated herein by reference to the exhibit filed with the Registration
Statement on Form S-4 of NEXTLINK Communications, L.L.C. (the predecessor of
NEXTLINK Communications, Inc.) and NEXTLINK Capital, Inc. (Commission File
No. 333-4603).
(3) Incorporated herein by reference to the exhibit filed with the Annual Report
on Form 10-KSB for the year ended December 31, 1996 of NEXTLINK
Communications, Inc. and NEXTLINK Capital, Inc. (Commission File Nos.
33-04603 and 333-04603-01).
(4) Incorporated here by reference to the exhibit filed with the Registration
Statement on Form S-1 of NEXTLINK Communications, Inc. (Commission File No.
333-32003).
(5) Incorporated herein by reference to the exhibit filed with the Annual Report
on Form 10-KSB for the year ended December 31, 1997 of NEXTLINK
Communications, Inc. and NEXTLINK Capital, Inc. (Commission File Nos.
333-04603 and 333-04603-01).
(6) Incorporated herein by reference to the exhibit filed with the quarterly
report on Form 10-Q for the quarterly period ended March 31, 1998 of
NEXTLINK Communications, Inc. (Commission File No. 000-22939).
(7) Incorporated herein by reference to the exhibits filed with the current
report on Form 8-K filed on January 19, 1999 (Commission File No.
000-22939).
(8) Incorporated herein by reference to the exhibits filed with the Registration
Statement on Form S-4 of NEXTLINK Communications, Inc. (Commission File No.
333-71749).
(9) Incorporated here by reference to the exhibit filed with the Registration
Statement on Form S-1 of NEXTLINK Communications, Inc. (Commission File No.
333-32001).
II-3
<PAGE>
(a)
(b) Financial Statement Schedules: None.
ITEM 22. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the option of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of this Registration Statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415 under the
Securities Act will be filed as part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing a Form S-4 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bellevue, State of Washington, on the 16th day
of April, 1999.
<TABLE>
<S> <C> <C>
NEXTLINK COMMUNICATIONS, INC.
BY: /S/ R. BRUCE EASTER, JR.
-----------------------------------------
R. Bruce Easter, Jr.
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
</TABLE>
POWER OF ATTORNEY
We, the undersigned officers and directors of NEXTLINK Communications, Inc.,
hereby severally and individually constitute and appoint Kathleen H. Iskra and
R. Bruce Easter, Jr., and each of them, as the true and lawful attorneys-in-fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person hereby ratifying and confirming all that said
attorneys-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive April 16, 1999
Steven W. Hooper Officer) and Director
* Vice Chairman and Director
- ------------------------------ April 16, 1999
Wayne M. Perry
Vice President, Chief
Financial Officer and
* Treasurer (Principal
- ------------------------------ Financial Officer and April 16, 1999
Kathleen H. Iskra Principal Accounting
Officer)
* Director
- ------------------------------ April 16, 1999
Craig O. Mccaw
* Director
- ------------------------------ April 16, 1999
Dennis Weibling
* Director
- ------------------------------ April 16, 1999
William A. Hoglund
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
* Director
- ------------------------------ April 16, 1999
Sharon L. Nelson
* Director
- ------------------------------ April 16, 1999
Jeffrey S. Raikes
* Director
- ------------------------------ April 16, 1999
Gregory J. Parker
* Director
- ------------------------------ April 16, 1999
Nicolas Kauser
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ R. BRUCE EASTER, April 16, 1999
JR.
-------------------------
R. Bruce Easter, Jr.
AS ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
Exhibit 5.1
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
Ladies and Gentlemen:
We have acted as counsel to NEXTLINK Communications, Inc., a corporation
organized under the laws of Delaware (the "Company") in connection with the
preparation of a registration statement on Form S-4 (the "Registration
Statement") relating to the issuance by the Company of 6,656,600 shares of Class
A common stock par value $.02 per share (the "Shares") in to be issued in
connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of January 14, 1999 by and among WNP Communications, Inc. ("WNP"), a Delaware
corporation, the Company, and PCO Acquisition Corp., a Delaware corporation and
wholly-owned direct subsidiary of the Company (the "Merger Sub").
For purposes of this opinion, we have been supplied with and reviewed a
copy of the Registration Statement, and have relied upon the Certificate of
Incorporation and By-Laws of the Company and such other documents, certificates
and records and have made such investigations as we deem necessary or
appropriate in order to give the opinion expressed herein. As to various
questions of fact, we have relied on statements and certificates of officers and
representatives of the Company.
Based upon and subject to the foregoing and subject to the reservations
mentioned below and to any matter not disclosed to us, we are of the opinion
that:
(i) the Company is a company duly incorporated, and validly existing and
in good standing under Delaware law;
(ii) the Company has full power and authority, and has obtained all
governmental authorizations, licenses, permits, certificates and
approvals as are necessary to own its properties and to conduct its
business as described in the Registration Statement;
(iii) the Company has an authorized share capital as set forth in the
Registration Statement and all the issued common shares of the
Company have been duly and validly authorized and issued, and are
fully paid and non-assessable;
<PAGE>
(iv) the Shares have been duly and validly authorized by the Company, and
when issued in exchange for the securities of WNP as described in
the Registration Statement, will be duly authorized, validly issued,
fully paid and non-assessable; and
(v) the statements set forth in the Registration Statement under
headings "The Merger" and "The Merger Agreement ", are accurate in
all material respects and fairly present the information disclosed
therein in all material respects.
We call to your attention that we are members of the Bar of the State of
New York and do not purport to be experts in, or render any opinions with
respect to, the laws of jurisdictions other than the State of New York, except
for the corporate laws of the State of Delaware and the federal laws of the
United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment to the Registration Statement and to the reference to us in the
Prospectus included as part of the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
Exhibit 8.1
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
R. Bruce Easter Jr., Esq.
NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
Re: NEXTLINK Communications, Inc. Registration Statement on Form S-4
Dear Mr. Easter,
We have acted as counsel to NEXTLINK Communications, Inc., a Delaware
corporation ("NEXTLINK"), in connection with the proposed merger (the "Merger")
of WNP Communications, Inc., a Delaware corporation ("WNP") with and into PCO
Acquisition Corp., a Delaware corporation ("PCO Acquisition"), pursuant to the
terms of the Agreement and Plan of Merger dated as of January 14, 1999 (the
"Merger Agreement") by and among NEXTLINK, PCO Acquisition, and WNP, each as
described in the Registration Statement on Form S-4 to be filed by NEXTLINK with
the Securities and Exchange Commission today (the "Registration Statement").
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Merger Agreement, (ii) the Registration Statement and (iii) such
other documents as we have deemed necessary or appropriate in order to enable
us to render the opinions below, including certain written representations,
certifications and covenants of NEXTLINK. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such copies. Further, we assume that the amount of NEXTLINK
stock to be placed in escrow pursuant to Section 8.3 of the Merger Agreement
and Exhibit D thereof, "Form of Escrow Agreement," will constitute less than
50% of the total amount NEXTLINK stock received by exchanging WNP
stockholders. Additionally, we have been advised by NEXTLINK that the terms
of such escrow shall entitle the holders of such escrowed NEXTLINK shares
both (i) to receive and distribute any and all non-liquidating cash dividends
payable in respect of such escrowed shares and (ii) to exercise any and all
voting and consensual rights relating to such escrowed shares (to the extent
not inconsistent with the terms of the escrow).
<PAGE>
R. Bruce Easter Jr., Esq.
April 19, 1999
Page 2
Based upon and subject to the foregoing, the discussion contained in the
prospectus included as part of the Registration Statement (the "Prospectus")
under the caption "Certain Federal Income Tax Consequences," except as otherwise
indicated, expresses our opinion as to the material federal income tax
consequences applicable to holders of WNP common and preferred stock. You should
be aware, however, that the discussion under the caption "Certain Federal Income
Tax Consequences" in the Prospectus represents our conclusions as to the
application of existing law to the instant transactions. There can be no
assurance that contrary positions may not be taken by the Internal Revenue
Service.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to any reference to
Willkie Farr & Gallagher under the heading "Certain Federal Income Tax
Consequences" in the Registration Statement and the Prospectus. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
/s/Willkie Farr & Gallagher
