Exhibit 5
AOL TIME WARNER INC.
January 11, 2001
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
Ladies and Gentlemen:
This opinion is filed in connection with the filing by AOL Time Warner
Inc. (the "Company") with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering Deferred Compensation Obligations which represent
unsecured obligations of the Company to pay deferred compensation in the future
in accordance with the terms of the AOL Time Warner Inc. Deferred Compensation
Plan (the "Plan").
I am Vice President of the Company and have acted as counsel in
connection with the Registration Statement. In that connection, I, or a member
of my staff upon whom I have relied, have examined and am familiar with
originals or copies, certified or otherwise, identified to our satisfaction, of:
1. Certificate of Incorporation of the Company as currently in
effect;
2. By-Laws of the Company as currently in effect;
3. Resolutions adopted by the Company's Board of Directors
authorizing the assumption of the Plan and the issuance of
Deferred Compensation Obligations of the Company under the
Plan; and
4. The Plan.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of 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 or photostatic copies and the
authenticity of the originals of such copies. We have also assumed that: (i) all
of the Deferred Compensation Obligations will be issued for the consideration
permitted under the Plan as currently in effect; and (ii) all actions required
to be taken under the Plan by the Board of Directors of the Company have been or
will be taken by the Board of Directors of the Company, respectively.
Based upon the foregoing, I am of the opinion that, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
You acknowledge that I am admitted to practice only in the District of
Columbia and am not an expert in the laws of any other jurisdiction. No one
other than the addressees and their assigns are permitted to rely on or
distribute this opinion without the prior written consent of the undersigned.
This opinion is limited to the General Corporation Law of the State of
Delaware and federal law, although the Company acknowledges that I am not
admitted to practice in the State of Delaware and am not an expert in the laws
of that jurisdiction. We express no opinion with respect to the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto.
Very truly yours,
/s/ Paul T. Cappuccio, Esq.
Paul T. Cappuccio, Esq.
Vice President
