EXHIBIT 5.1
RCN Corporation
105 Carnegie Center
Princeton, NJ 08540-6215
June 2, 2000
RCN Corporation
105 Carnegie Center
Princeton, NJ 08540-6215
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of RCN
Corporation, a Delaware corporation (the "Company").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, I or attorneys under my
supervision have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Registration Statement on Form S-3 to
which this opinion relates as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act"), and any and all amendments thereto, including post-effective
amendments. The Registration Statement relates to the issuance and sale
from time to time, pursuant to rule 415 of the General Rules and
Regulations promulgated under the Act, of the following securities of the
Company with an aggregate public offering price of up to $2,000,000,000 or
the equivalent thereof, based on the applicable exchange rate at the time
of sale: (i) debt securities, in one or more series (the "Debt
Securities"), which may be issued under one or more indentures relating to
the debt securities (the "Indenture), proposed to be entered into between
the Company and The Chase Manhattan Bank as trustee (the "Trustee"); (ii)
shares of preferred stock, $1.00 par value per share, of the Company (the
"Preferred Stock"); (iii) shares of common stock, $1.00 par value per
share, of the Company ("Common Stock"); (iv) warrants or other rights
("Warrants or Rights") to purchase Debt Securities, Preferred Stock, Common
Stock or other securities of the Company as shall be designated by the
Company at the time of offering issued pursuant to one or more warrant
agreements (each a "Warrant or Rights Agreement") proposed to be entered
into between the Company and a warrant or other applicable agent to be
named (the "Warrant Agent"); and (v) such indeterminate amount of Debt
Securities and number of shares of Preferred Stock or Common Stock, as may
be issued upon conversion, exchange or exercise of any Debt Securities,
Preferred Stock or Warrants or Rights (the "Indeterminate Stock"); and (vi)
out of the $2,000,000,000 aggregate dollar amount of securities, up to
4,097,123 shares of Common Stock by Boston Edison Company ("BECO") or,
pursuant to its recent change of name, NSTAR Communications, Inc. ("NSTAR"),
and up to 19,859 shares of Common Stock by David Epstein and up to 46,639
shares of Common Stock of Zachary Julius (the "Selling Stockholders Stock"
). The Debt Securities, the Preferred Stock, the Common Stock, the
Indeterminate Stock and the Selling Stockholders Stock are collectively
referred to herein as the "Offered Securities."
In connection with this opinion, I or attorneys under my
supervision have examined originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration Statement relating
to the Offered Securities; (ii) the forms of Indentures; (iii) the
Certificate of Incorporation of the Company, as currently in effect (the
"Certificate of Incorporation"); (iv) the By-laws of the Company, as
currently in effect (the "By-laws"); and (v) certain resolutions of the
Board of Directors of the Company relating to the registration of Offered
Securities. I or attorneys under my supervision have also examined
originals or copies, certified or otherwise identified to our satisfaction,
of such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company
and others, and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinion set forth
herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any facts material to the
opinions expressed herein which I did not independently establish or
verify, I have relied upon oral or written statements and representations
of officers and other representatives of the Company and others. I have
also assumed that the Indentures will be duly authorized, executed and
delivered by the Trustee and that any Debt Securities that may be issued
will be manually signed by duly authorized officers of the Trustee. In
addition, I have assumed that the terms of the Offered Debt Securities
(defined below) will have been established so as not to violate, conflict
with or constitute a default under (i) any agreement or instrument to which
the Company and its properties is subject, (ii) any law, rule or regulation
to which the Company is subject (except that I do not make the assumption
set forth in this clause (ii) with respect to those laws, rules and
regulations of the State of New York and of the United States of America,
in each case, that, in my experience, is normally applicable to the
transactions of the type provided for by, but without my having made any
special investigation with respect to any other laws, rules or
regulations), (iii) any judicial or regulatory order or decree of any
governmental authority or (iv) consent, approval, license authorization or
validation of, or filing, recording or registration with any governmental
authority.
I am admitted to the bar in the State of New York, and I do not
express any opinion as to the laws of any other jurisdiction other than the
laws of the United States of America to the extent referred to specifically
herein.
1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective
under the Act and the applicable Indenture has been qualified under the
Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Offered Debt Securities has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Offered Debt
Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Debt Securities and related matters; (v) the terms
of the Offered Debt Securities and of their issuance and sale have been
duly established in conformity with the applicable Indenture so as not to
violate any applicable law, the Articles of Incorporation or By-laws of the
Company or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) the Offered Debt Securities have
been duly executed and authenticated in accordance with the provisions of
the applicable Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Offered Debt
Securities (including any Debt Securities duly issued upon exercise of any
Warrants or Rights), when issued and sold in accordance with the applicable
Indenture and the applicable underwriting agreement, if any, or any other
duly authorized, executed and delivered valid and binding purchase or
agency agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (c)
public policy considerations which may limit the rights of parties to
obtain further remedies, (d) requirements that a claim with respect to any
Offered Debt Securities denominated other than in United States dollars (or
a judgment denominated other than in United States dollars in respect of
such claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law, and (e)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currencies, currency units or
composite currencies.
2. With respect to any series of Warrants or Rights (the
"Offered Warrants or Rights"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has
become effective under the Act; (ii) an appropriate prospectus supplement
or term sheet with respect to the Offered Warrants or Rights has been
prepared, delivered and filed in compliance with the Act and the applicable
rules and regulations thereunder; (iii) if the Offered Warrants or Rights
are to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Offered Warrants or Rights has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of
the Offered Warrants or Rights and related matters; (v) the terms of the
Offered Warrants or Rights and of their issuance and sale have been duly
established in conformity with the Warrant or Rights Agreement so as not to
violate any applicable law, the Articles of Incorporation or By- laws of
the Company or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company by the Company and the applicable Warrant
Agent; and (vi) the Offered Warrants or Rights have been duly executed,
delivered and countersigned in accordance with the provisions of the
Warrant or Rights Agreement and duly issued and sold in the applicable form
to be filed as an exhibit to the Registration Statement or any amendment
thereto and in the manner contemplated in the Registration Statement or any
prospectus supplement or term sheet relating thereto, the Offered Warrants
or Rights, when issued and sold in accordance with the applicable Warrant
or Rights Agreement and the applicable underwriting agreement or any other
duly authorized, executed and delivered valid and binding purchase or
agency agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and (c)
public policy considerations which may limit the rights of parties to
obtain further remedies.
3. With respect to any shares of Common Stock, Preferred Stock,
Indeterminate Stock and Selling Stockholder Stock, such shares have been
duly authorized by the Company and have been validly issued, are fully paid
and non-assessable.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to
the use of my name under the caption "Legal Matters" in the Registration
Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ John J. Jones
