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 furnished 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") under the
Securities Act of 1933, as amended. You have requested my opinion concerning the
status under Delaware law of the 75,154,968 shares (the "Shares") of the
Company's common stock, par value $.01 per share ("Common Stock") that are being
registered under the Registration Statement for issuance by the Company pursuant
to the terms of the plans set forth in the Registration Statement (the "Plans").
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 Plans and the reservation of
Company Common Stock under the Plans; and
4. The Plans.
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 Shares will be issued for the consideration permitted under the Plans as
currently in effect, and none of such Shares will be issued for less than $.01;
(ii) all actions required to be taken under the Plans by the Board of Directors
of the Company have been or will be taken by the Board of Directors of the
Company, respectively; and (iii) at the time of the issuance of the Shares under
the Plans, the Company shall continue to have sufficient authorized and unissued
shares of Common Stock reserved for issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Shares have been duly authorized for issuance.
2. If and when any Shares are issued in accordance with the
requirements of the Plans and assuming the continued updating
and effectiveness of the Registration Statement and the
completion of any necessary action to permit such issuance to
be carried out in accordance with applicable securities laws,
such Shares will be validly issued, fully-paid and
nonassessable.
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
