<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997.
REGISTRATION NO. 333-
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
METROMEDIA FIBER NETWORK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4813 11-3168327
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
110 East 42nd Street
Suite 1502
New York, NY 10017
(212) 687-9177
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
STEPHEN A. GAROFALO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
METROMEDIA FIBER NETWORK, INC.
110 EAST 42ND STREET
SUITE 1502
NEW YORK, NY 10017
(212) 687-9177
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
JAMES M. DUBIN, ESQ. JOHN W. WHITE, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON CRAVATH, SWAINE & MOORE
1285 AVENUE OF THE AMERICAS WORLDWIDE PLAZA
NEW YORK, NEW YORK 10019-6064 825 EIGHTH AVENUE
(212) 373-3000 NEW YORK, NEW YORK 10019-7475
(212) 474-1000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-33653
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE OFFERING PRICE (2) FEE(3)
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share......................... 1,518,000 $16.00 $24,288,000 $7,360.00
</TABLE>
(1) Includes shares which may be purchased by the Underwriters solely to cover
over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457, based on the $16.00 price per share at which the Class A Common
Stock was initially sold.
(3) Calculated pursuant to Rule 457.
------------------------------
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-33653)
Metromedia Fiber Network, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-33653), as amended (including
the exhibits thereto), declared effective at approximately 4:30 p.m. on October
28, 1997 by the Securities and Exchange Commission including each document
incorporated or declared to be incorporated by reference therein.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that despite
the adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145.
Section 102(b)(7) of the General Corporation Law provides that a corporation
in its original certificate of incorporation or an amendment thereto validly
approved by stockholders may eliminate or limit personal liability of members of
its board of directors or governing body for breach of a director's fiduciary
duty. However, no such provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty. The Company's Charter contains such a provision.
The Company's Charter further provides that the Company shall indemnify its
officers and directors and, to the extent authorized by the Board, employees and
agents of the Company, to the fullest extent permitted by and in the manner
permissible under the laws of the State of Delaware.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Company has issued the following
securities, none of which have been registered under the Securities Act.
II-1
<PAGE>
As of December 31, 1995, the Company owed its majority shareholder $896,979.
Pursuant to an agreement dated May 21, 1996, the Company issued 152,100 shares
of its Class A Common Stock to the majority shareholder in consideration for the
cancellation of a portion of the outstanding balance.
The Company engaged the services of an electrical contractor controlled by
the Company's majority shareholder in connection with the construction of the
fiber optic network. As of December 31, 1995, the entire $692,887 was owed to
this related company. In May 1996, the Company and the assignee of this related
party entered into an agreement whereby the full amount of this indebtedness was
satisfied by the issuance of 456,300 shares of the Company's Class A Common
Stock.
On May 1, 1995, the Company issued Option Warrants to Realprop for 207,883
shares of Class A Common Stock at $.01 per share, exercisable prior to February
1, 1999. The warrants were redeemed by the Company as part of the Katz
Securities.
On March 16, 1995, the Company entered into the Rubin Loan Agreement with
one of the Company's directors for $500,000 bearing interest at 10% per annum
due on March 16, 1996. As an inducement for entering into this loan agreement,
the Company issued to the director 155,994 shares of Class A Common Stock.
On April 18, 1995, the Company entered into a loan agreement with a customer
for $500,000 bearing interest at 11% per annum, originally due 120 days from the
date of this loan. Pursuant to a supplemental agreement dated January 12, 1996,
the parties agreed to extend the maturity date of this loan to November 18,
1996. Pursuant to a second supplemental agreement dated March 1997, the parties
agreed to extend the maturity date to June 30, 1997. On February 16, 1995, the
Company issued to this party a warrant entitling the holder to purchase a total
of 669,167 shares of the Company's Class A Common Stock. This warrant was
cancelled and replaced by a new warrant issued on February 13, 1997 for 456,300
nonassessable shares of Class A Common Stock at a purchase price of $4.85 per
share. The new warrant expires on February 13, 2000.
On April 16, 1996, the Company entered into an agreement with US ONE for the
lease of exclusive usage rights for 8 to 12 fibers on the Company's fiber optic
transmission network. On April 30, 1997, the Company amended this agreement.
Concurrent with the execution of the original lease agreement, the Company and
US ONE entered into a bridge financing agreement. Concurrent with the execution
of the aforementioned lease and bridge financing agreements, the Company entered
into a letter agreement with US ONE providing for the sale of a warrant to
purchase Class A Common Stock of the Company. Under this agreement, the warrant
is exercisable for a number of shares to be determined at the Company's
discretion subject to a minimum number of 76,050 shares and a maximum number of
456,300 shares. The per share exercise price is to be determined pursuant to a
formula, but in no event shall the aggregate purchase price exceed $1,250,000.
On September 24, 1996, the Company entered into a loan agreement with
Sterling Capital, LLC ("Sterling") for $550,000. As an incentive for the loan,
MFN issued to Sterling warrants to purchase 94,302 shares of Class A Common
Stock at an exercise price of the lesser of $5.92 per share, the price at which
the Company shall issue its securities in the future less $5.92, or one half the
price at which the Class A Common Stock of the Company is offered in an initial
public offering. The warrants can be exercised at the later of (i) the third
anniversary or (ii) twelve months and 90 days after the Company has completed a
public offering.
On February 13, 1996, the Company entered into an investment agreement with
an individual, Patrice Knobel (the "Investor"), pursuant to which the Company
borrowed $1,000,000 in consideration for the issuance of 12% senior subordinated
promissory notes maturing on November 1, 1996. The notes were convertible at a
price of $2.62 per unit for each $1,000 of principal outstanding. Each unit
consists of the following: (i) .507 shares of Class A Common Stock, and (ii) one
warrant to purchase one share of Class A Common Stock at $5.27 per share. As an
inducement for entering into the investment
II-2
<PAGE>
agreement, the Company issued to the investor the following: (i) 381,087 paid
shares of Class A Common Stock, and (ii) a warrant to purchase 381,087 shares of
Class A Common Stock at $5.27 per share, exercisable for a five year period
beginning August 15, 1997 and ending August 15, 2002. On March 19, 1996, a
supplemental investment agreement was executed with the same investor providing
for an additional advance of $500,000 with the same maturity date, interest
rate, conversion rights, and guaranty features as the initial $1,000,000
investment. This advance was subsequently repaid, along with interest on April
16, 1996. In connection with this supplemental agreement, the Company issued a
warrant to purchase 190,543 shares of Class A Common Stock at $5.27 per share,
exercisable for a five year period beginning on August 15, 1997 and expiring
August 15, 2002. The Company also issued a warrant to purchase an additional
190,543 shares at $.006 per share (the "Penny Warrants"), exercisable for a
period beginning August 15, 1997 and expiring August 15, 2002. On April 11,
1996, a memorandum of understanding was entered into between the parties
pursuant to which the warrants issued on February 13, 1996 to purchase 381,087
shares at $5.27 per share and the warrants issued on March 19, 1996 to purchase
190,543 shares at $5.27 per share were surrendered by the investor to the
Company in consideration for the issuance of 228,150 shares of the Company's
Class A Common Stock. In April and July 1996, the investor purchased 152,100 and
38,443 shares of Class A Common Stock, respectively, at $.006 per share in
connection with an exercise of the Penny Warrants. The Company granted the
investor the right to exercise prior to the stated exercise period. Further, in
accordance with the investment agreement an additional 38,025 shares of Class A
Common Stock was issued to the investor in compliance with the anti-dilutive
requirements in the agreement.
In August 1995, the Company initiated a $600,000 private offering of
subordinated notes. Those notes were scheduled to mature in March 1996 and bear
interest at an annual rate of 15%, payable quarterly in arrears. Concurrent with
the issuance of these notes, warrants were issued by the Company to the
noteholders which were exercisable for common shares of the Company in an amount
equal to 0.7% of the outstanding shares of Class A Common Stock immediately
following an initial public offering of the Company's Class A Common Stock, at
an exercise price equal to 60% of the initial public offering price. These
warrants are exercisable over a three-year period beginning on the effective
date of such initial public offering. In April 1996, the Company offered the
warrant holders fully paid shares of Class A Common Stock equal to 0.7% of the
Class A Common Stock then issued and outstanding, in exchange for the surrender
and cancellation of the outstanding warrants, and in consideration for the
extension of the maturity date of the notes through June 30, 1996. All of the
warrant holders accepted this offer and accordingly, the Company issued a total
of 59,359 shares of the Company's Class A Common Stock.
In October 1995, the Company initiated a private offering of $858,000 of
convertible subordinated notes. Through December, 1995, $783,000 of convertible
notes were sold pursuant to this offering, and an additional $75,000 of notes
were sold during January and February of 1996. These notes were scheduled to
mature during the period October 1996 through February 1997 and bear interest at
an annual rate of 15%, payable at maturity. The notes are convertible, at the
Company's option, at any time into shares of Class A Common Stock at a rate of
1.521 shares of Class A Common Stock per $1,000 of note principal, at a
conversion price equal to 60% of the per share price of an initial public
offering of the Company's Class A Common Stock. Concurrently with the issuance
of these notes, warrants were issued by the Company to the noteholders which are
exercisable at a rate of 15,210 shares of Class A Common Stock per $100,000 of
note principal. Such warrants, entitling the holders to purchase an aggregate of
130,502 shares, are exercisable at a price equal to 50% of the per share price
of an initial pubic offering of Class A Common Stock over a three-year period
beginning on the effective date of such public offering.
In December 1996, the Company offered the private placement noteholders
Common Stock purchase warrants to purchase 107,078 shares of its Class A Common
Stock exercisable at one half of the price for which shares are sold in an
initial public offering for a period of three years following such
II-3
<PAGE>
offering in exchange for the extension of the due dates of the notes. All of the
noteholders accepted this offer.
In March 1997, the Company issued purchase warrants to private placement
noteholders to purchase 57,682 shares of common stock exercisable at one half of
the price for which shares are sold in an initial public offering for a period
of three years following such offering in exchange for the extension of the due
dates of the notes.
On January 12, 1996, the Company entered into an agreement with its then
legal counsel which called for the issuance by the Company of Class A Common
Stock as additional consideration for legal services provided. Pursuant to this
agreement, and a subsequent amendment dated April 16, 1996, the Company issued a
total of 491,105 shares during March and April of 1996.
In June 1996, the Company sold a total of 38,025 shares of Class A Common
Stock to two individuals for total proceeds of $100,000. Concurrent with the
issuance of these shares, warrants were issued by the Company to these
shareholders entitling the holders to purchase a total of 38,025 shares at $2.62
per share for a three year period. In the event of an initial public offering of
the Company's Class A Common Stock during the exercise period, the exercise
price will be reduced to the lesser of $2.62 or 50% of the per share price of
the initial public offering.
In July 1996, the Company issued 12,168 shares of Class A Common Stock as
consideration for consulting services. In addition, the Company issued 150,579
shares to three employees for services rendered. The transaction was later
rescinded and the shares were returned to the Company.
In August 1996, the Company issued 182,520 shares of Class A Common Stock
for consulting services to Marc Pelson.
In September 1996, the Company sold 10,935 shares of Class A Common Stock to
three individuals for total proceeds of $23,500.
On April 15, 1996, the Company entered into a stock purchase agreement with
VCNY. Pursuant to this agreement, the Company issued 1,521,000 shares of Class A
Common Stock to VCNY as consideration for services provided by VCNY.
In June 1996, the Company granted 152,100 Class A Common Stock purchase
warrants to the Company's legal counsel exercisable at $.07 per share for a
period of four years as additional consideration for legal services provided.
This warrant was exercised in January 1997.
On December 13, 1996, the Company issued and sold to Penny Lane Partners,
L.P. ("Penny Lane"), for aggregate cash consideration of $2,025,000, (i) 150,000
shares of 10% cumulative convertible preferred Stock (the "Series A Preferred
Stock") bearing dividends at a rate of $1.35 per share per annum, (ii) warrants
to purchase 114,075 shares of Class A Common stock at an exercise price of $4.93
per share (the "Penny Lane Warrants") and (iii) a contingent Stock subscription
warrant to purchase a number of shares of Class A Common Stock (such number to
be determined based on certain future events) at an exercise price of $.02 per
share (the "Contingent Warrants"), In March 1997, Penny Lane agreed to permit
the Series A Preferred Stock and the Contingent Warrants to be redeemed at an
aggregate redemption price of $2,115,000 (which includes accrued but unpaid
dividends on the Series A Preferred Stock) and in connection therewith the
number of Penny Lane Warrants was increased from 114,075 to 228,150.
Through April 30, 1997, Metromedia loaned the Company an aggregate of
$4,000,000. The Metromedia Loan bore interest at the prime rate announced by The
Chase Manhattan Bank and was convertible into Class A Common Stock based on a
formula if the principal and interest was not repaid in full by August 31, 1997.
On April 30, 1997, the Metromedia Loan was repaid with a portion of the proceeds
from the Metromedia Investment.
II-4
<PAGE>
On April 30, 1997, the Company sold an aggregate of 8,403.325 shares of
Series B Preferred Stock to Metromedia and certain of its affiliates, for an
aggregate price of $32.5 million. The shares of Series B Preferred Stock were
exchanged for shares of Class B Common Stock in the Series B Reclassification.
Each of the foregoing transactions was effected without registration under
the Securities Act in reliance on the exemption from registration provided
pursuant to Section 4(2) and Regulation D promulgated thereunder.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
(A) EXHIBITS DESCRIPTION
- - ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
*5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
*23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit 5.1).
*23.2 --Consent of Ernst & Young LLP.
*23.3 --Consent of M.R. Weiser & Co. LLP.
*23.4 --Consent of Richard A. Eisner & Company, LLP.
23.5 --Consent of David Rockefeller, filed as Exhibit 23.5 to Metromedia Fiber Network's Registration
Statement on Form S-1 (Registration No. 333-33653) and incorporated herein by reference.
23.6 --Consent of Leonard White, filed as Exhibit 23.6 to Metromedia Fiber Network's Registration
Statement on Form S-1 (Registration No. 333-33653) and incorporated herein by reference.
24.1 --Power of Attorney, filed as Exhibit 24.1 to Metromedia Fiber Network, Inc.'s Registration Statement
on Form S-1 (Registration No. 333-33653) and incorporated herein by reference.
</TABLE>
- - ------------------------
* Filed herewith.
(b) Financial Statement Schedules included separately in the Registration
Statement.
None.
ITEM 17. 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 15 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 for 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 opinion of its 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.
II-5
<PAGE>
The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(3) To provide to the Underwriters at the closing specified in the
underwriting agreements certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on October 28, 1997.
<TABLE>
<S> <C> <C>
By: /s/ STEPHEN A. GAROFALO
-----------------------------------------
Stephen A. Garofalo
CHAIRMAN, CHIEF EXECUTIVE OFFICER &
SECRETARY
</TABLE>
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURES TITLE OR CAPACITIES DATE
- - ------------------------------ --------------------------- -------------------
* Chairman of the Board,
- - ------------------------------ Chief Executive Officer October 28, 1997
Stephen A. Garofalo and Secretary
/s/ HOWARD M. FINKELSTEIN President, Chief Operating
- - ------------------------------ Officer and Director
Howard M. Finkelstein October 28, 1997
Attorney-in-fact
* Chief Financial Officer and
- - ------------------------------ Chief Accounting Officer October 28, 1997
Stephen W. Ellis
* Senior Vice President--
- - ------------------------------ Business Development and October 28, 1997
Vincent A. Galluccio Director
* Director
- - ------------------------------ October 28, 1997
John W. Kluge
* Director
- - ------------------------------ October 28, 1997
Silvia Kessel
* Director
- - ------------------------------ October 28, 1997
Stuart Subotnick
* Director
- - ------------------------------ October 28, 1997
Arnold L. Wadler
- - ------------------------
<TABLE>
<S> <C> <C>
/s/ HOWARD M. FINKELSTEIN
-----------------------------------------
Howard M. Finkelstein
*By: ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION PAGE
- - ------------- --------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
*5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
*23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit
5.1).
*23.2 --Consent of Ernst & Young LLP.
*23.3 --Consent of M.R. Weiser & Co. LLP.
*23.4 --Consent of Richard A. Eisner & Company, LLP.
23.5 --Consent of David Rockefeller, filed as Exhibit 23.5 to Metromedia Fiber Network, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-33653) and incorporated herein by
reference.
23.6 --Consent of Leonard White, filed as Exhibit 23.6 to Metromedia Fiber Network, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-33653) and incorporated herein by
reference.
24.1 --Power of Attorney, filed as Exhibit 24.1 to Metromedia Fiber Network, Inc.'s Registration
Statement on Form S-1 (Registration No. 333-33653) and incorporated herein by reference.
</TABLE>
- - ------------------------
* Filed herewith.
<PAGE>
Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
[LETTERHEAD]
OCTOBER 28, 1996
Metromedia Fiber Network, Inc.
110 East 42nd Street
Suite 1502
New York, NY 10017
Metromedia Fiber Network, Inc.
Registration Statement Form S-1
Registration No. 333-
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement (the
"Abbreviated Registration Statement"), filed today with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations promulgated thereunder
(the "Rules"), which relates to the Registration Statement on Form S-1 (the
"Registration Statement") (Registration No. 333-33653), which was declared
effective earlier today by the Commission, we have been requested by Metromedia
Fiber Network, Inc., a Delaware corporation (the "Company"), to furnish our
opinion as to the legality of the securities being registered thereunder. The
Registration Statement relates to the registration under the Act of 1,518,000
shares (including up to 198,000 shares to be sold upon exercise of the
underwriters' over-allotment option) (the "Shares") of the Company's Class A
Common Stock, par value $.01 per share (the "Common Stock").
In connection with the furnishing of this opinion, we have reviewed the
Registration Statement (including all amendments thereto filed on or prior to
the date hereof), the form of the Underwriting Agreement for the sale of the
Common Stock included as Exhibit 1.1 to the Registration Statement, originals,
or copies certified or otherwise identified to our satisfaction, of the
Company's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws, each as in effect on the date hereof, and records of certain
of the Company's corporate proceedings. We also have examined and relied upon
representations as to factual matters contained in certificates of officers of
the Company, and have made such other investigations of fact and law and have
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates or
other instruments, and upon such factual information otherwise supplied to us,
as in our judgment are necessary or appropriate to render the opinions expressed
below. In addition, we have assumed, without independent investigation, the
genuineness of all signatures, the authenticity of all documents submited to us
as originals and the conformity of original documents to all documents submitted
to us as certified, photostatic, reproduced or conformed copies, the
authenticity of all such latter documents and the legal capacity of all
individuals who have executed any of the documents.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation Law of the
State of Delaware. Please be advised that no member of this firm is admitted to
practice in the State of Delaware. Our opinion is rendered only with respect to
laws, and the rules, regulations and orders thereunder, which are currently in
effect.
We hereby consent to the use of this opinion as an Exhibit to the
Abbreviated Registration Statement and to the use of our name under the heading
"Legal Matters" contained in the Prospectus incorporated by reference in the
Abbreviated Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required by
the Act or the Rules.
<TABLE>
<S> <C>
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON &
GARRISON
------------------------------------------
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1) and related Propectus of Metromedia Fiber Network, Inc. of the
reference to our firm under the captions "Selected Consolidated Financial and
Operating Data", "Summary Consolidated Financial and Operating Data" and
"Experts" and our report dated April 30, 1997 relating to the 1996 consolidated
financial statements of Metromedia Fiber Network, Inc. (formerly National Fiber
Network, Inc.) included in Amendment No. 5 to the Registration Statement (No.
333-33653 on Form S-1) and related Prospectus filed with the Securities and
Exchange Commission.
Ernst & Young LLP
New York, New York
October 28, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1
No. 333- ) and related Prospectus of Metromedia Fiber Network, Inc. to the
reference to our firm under the captions "Selected Consolidated Financial and
Operating Data", "Summary Consolidated Financial and Operating Data" and
"Experts" and to the use of our report dated June 26, 1996 relating to the 1995
consolidated financial statements of Metromedia Fiber Network, Inc. (formerly
National Fiber Network, Inc.) included in Amendment No. 5 to the Registration
Statement (No. 333-33653 on Form S-1) and related Prospectus for the
registration of shares of its Class A Common Stock. Our report contains an
explanatory paragraph regarding an uncertainty as to the Company's ability to
continue as a going concern.
M.R. Weiser & Co. LLP
New York, New York
October 28, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial and Operating Data", "Summary Consolidated Financial and
Operating Data" and "Experts" and to the inclusion of our report dated June 5,
1995 relating to the financial statements of Metromedia Fiber Network, Inc.
(formerly National Fiber Network, Inc.) for the year ended December 31, 1994 in
the Registration Statement (No. 333-33653 on Form S-1) and related Prospectus as
amended on October 28, 1997 and incorporated by reference into this Registration
Statement on Form S-1.
Richard A. Eisner & Company, LLP
New York, New York
October 28, 1997
