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EXHIBIT 5
[The Williams Companies, Inc. Letterhead Appears Here]
January 12, 2001
Williams Communications Group, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Re: Williams Communications Group, Inc.
Universal Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of The Williams Companies, Inc., the parent
company of Williams Communications Group, Inc., a Delaware corporation (the
"Company"), and I, or attorneys responsible to me, have acted as counsel for the
Company in connection with the filing of a registration statement on Form S-3
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for
the registration of the sale from time to time of up to $2,000,000,000 aggregate
offering price of (i) shares of the Company's common stock, which may be either
Class A common stock, par value $.01 per share, or Class B common stock, par
value $.01 per share (collectively, the "Common Stock"), (ii) shares of the
Company's preferred stock, par value $.01 per share (the "Preferred Stock"),
(iii) depositary receipts for depositary shares, each of which will represent a
fractional interest of a share of a particular series of Preferred Stock (the
"Depositary Shares"), (iv) debt securities of the Company, which may be either
senior debt securities, subordinated debt securities, or senior subordinated
debt securities (collectively, the "Debt Securities"), (v) warrants representing
rights to purchase Common Stock, Preferred Stock, Depositary Shares or Debt
Securities of the Company ("Warrants"), (vi) stock purchase contracts, including
contracts obligating holders to purchase from the Company, and obligating the
Company to sell to the holders, a specified number of shares of the Company's
Common Stock or Preferred Stock ("Stock Purchase Contracts"), which may be
issued separately or as part of stock purchase units consisting of a Stock
Purchase Contract and debt securities, preferred securities or debt obligations
of third parties securing the holders' obligations to purchase the Company's
Common Stock or Preferred Stock under the Stock Purchase Contracts ("Stock
Purchase Units"), and (vii) subscription rights to purchase the Company's Common
Stock, Preferred Stock, Depositary Shares, Debt Securities or Warrants
("Subscription Rights" and, together with the Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, Warrants, Stock Purchase Contracts and Stock
Purchase Units, the "Securities"). The Securities will be sold or delivered from
time to time as set forth in the Registration Statement, any amendment thereto,
the prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements").
In reaching the conclusions expressed in this opinion, I or persons
responsible to me, have examined (i) the Restated Certificate of Incorporation
and Restated Bylaws of the Company, (ii) the Registration Statement, and (iii)
the form of Indenture relating to the Debt
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Williams Communications Group, Inc.
January 12, 2001
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Securities filed as an exhibit to the Registration Statement (the "Indenture").
In addition, I or persons responsible to me have (a) examined such certificates
of public officials and of corporate officers and directors and such other
documents and matters as we have deemed necessary or appropriate, (b) relied
upon the accuracy of facts and information set forth in all such documents, and
(c) assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies, and the authenticity of the originals from
which all such copies were made.
Based on the foregoing and subject to the qualifications and
limitations stated herein, I am of the opinion that:
1. The shares of Common Stock proposed to be sold by the Company, when
(i) all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of such shares of Common Stock, and (ii) such
shares of Common Stock are issued and delivered upon payment of the
consideration therefor (not less than the par value of the Common Stock) in the
manner contemplated in the Registration Statement and any Prospectus Supplement
relating thereto or upon the conversion, exchange or exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion, exchange or exercise,
will be validly issued, fully paid and non-assessable.
2. The shares of Preferred Stock proposed to be sold by the Company,
when (i) all necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of such series of Preferred Stock,
including the adoption of a Certificate of Designation relating to the Preferred
Stock (a "Certificate"), and the filing of the Certificate with the Secretary of
State of the State of Delaware, and (ii) such shares of Preferred Stock are
issued and delivered upon payment of the consideration therefor (not less than
the par value of the Preferred Stock) in the manner contemplated in the
Registration Statement and any Prospectus Supplement relating thereto or upon
the conversion, exchange or exercise of any other Security in accordance with
the terms of such Security or the instrument governing such Security providing
for such conversion, exchange or exercise, will be validly issued, fully paid
and non-assessable.
3. The Depositary Shares proposed to be sold by the Company, when (i)
all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Depositary Shares, including the adoption
of a Certificate relating to the Preferred Stock underlying such Depositary
Shares and the filing of the Certificate with the Secretary of State of the
State of Delaware, (ii) a depositary agreement relating to the Depositary Shares
and the related depositary receipts (the "Depositary Agreement") has been duly
executed and delivered by the Company and the depositary appointed by the
Company (the "Depositary"), (iii) the shares of Preferred Stock underlying such
Depositary Shares have been deposited with the Depositary, and (iv) receipts
representing Depositary Shares have been duly executed, countersigned,
registered and delivered in accordance with the applicable Depositary Agreement
upon payment of the consideration therefor in the manner contemplated in the
Registration Statement and any Prospectus Supplement relating thereto, will be
validly issued, fully paid and non-assessable.
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Williams Communications Group, Inc.
January 12, 2001
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4. The Debt Securities proposed to be sold by the Company, when (i)
duly authorized by all necessary corporate action, (ii) the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended, (iii) the
Indenture and any supplemental indenture in respect of the Debt Securities have
been duly executed and delivered, (iv) the terms of the Debt Securities have
been duly established in accordance with the Indenture and any applicable
supplemental indenture relating to the Debt Securities, and (v) the Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and any related supplemental indenture in respect of the Debt
Securities and duly issued and delivered by the Company upon payment of the
consideration therefor in the manner contemplated in the Registration Statement
and any Prospectus Supplement relating thereto, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms.
5. The Warrants proposed to be sold by the Company, when (i) all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Warrants, (ii) the applicable warrant
agreement relating to the Warrants has been duly authorized and validly executed
and delivered by the Company and the warrant agent appointed by the Company,
(iii) the Warrants or certificates representing the Warrants have been duly
executed and countersigned in accordance with the applicable warrant agreement,
and (iv) the Warrants are issued and delivered by the Company upon payment of
the consideration therefor in the manner contemplated in the Registration
Statement and any Prospectus Supplement relating thereto, will constitute valid
and binding obligations of the Company, enforceable in accordance with their
terms.
6. The Stock Purchase Contracts, when (i) all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Stock Purchase Contracts, (ii) a purchase contract agreement
relating to the Stock Purchase Contracts (the "Purchase Contract Agreement") has
been duly authorized and validly executed and delivered, and (iii) the Stock
Purchase Contracts are issued and delivered by the Company upon payment of the
consideration therefor in the manner contemplated by the Registration Statement
and any Prospectus Supplement relating thereto, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms.
7. The Stock Purchase Units, when (i) all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Stock Purchase Contracts comprising a part of the Stock Purchase Units, (ii) the
Purchase Contract Agreement relating to the Stock Purchase Contracts comprising
a part of the Stock Purchase Units has been duly authorized and validly executed
and delivered, (iii) the terms of the collateral arrangements relating to the
Stock Purchase Units have been duly established and the agreement(s) relating
thereto have been duly executed and delivered and the collateral has been
deposited with the collateral agent in accordance with such arrangements, and
(iv) the Stock Purchase Units are issued and delivered by the Company upon
payment of the consideration therefor in the manner contemplated by the
Registration Statement and any Prospectus Supplement relating thereto, will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms.
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Williams Communications Group, Inc.
January 12, 2001
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8. The Subscription Rights, when (i) all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Subscription Rights, (ii) the applicable subscription rights agreement relating
to the Subscription Rights has been duly authorized and validly executed and
delivered by the Company and the subscription rights agent appointed by the
Company, (iii) the Subscription Rights or subscription rights certificates
representing the Subscription Rights have been duly executed and countersigned
in accordance with the applicable subscription rights agreement, and (iv) the
Subscription Rights or subscription rights certificates are issued and delivered
by the Company upon payment of the consideration therefor in the manner
contemplated in the Registration Statement and any Prospectus Supplement
relating thereto, will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms.
My opinions set forth in paragraphs 4 through 8 above are subject to
the effects of bankruptcy, insolvency, reorganization, fraudulent transfer or
conveyance, moratorium or other similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
I am a member of the bars of the States of Oklahoma and New York, and,
accordingly, the opinions expressed herein are based upon and limited
exclusively to the laws of the State of Oklahoma, the laws of the State of New
York, the General Corporation Law of the State of Delaware and the laws of the
United States of America, insofar as such laws are applicable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and related prospectus filed with the Securities and
Exchange Commission and to the reference to me under the caption "Legal Matters"
therein. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act.
This opinion speaks as of its date, and I undertake no, and hereby
expressly disclaim any, duty to advise you as to changes of fact or law coming
to my attention after the date hereof.
Sincerely,
/s/ William G. von Glahn
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William G. von Glahn
General Counsel of
The Williams Companies, Inc.
