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EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
June 23, 2000
Madison River Capital, LLC
Madison River Finance Corp.
105 South Fifth Street
Mebane, North Carolina 27302
Re: Madison River Capital, LLC and Madison River Finance Corp.
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to Madison River Capital, LLC, a
Delaware limited liability company, and Madison River Finance Corp., a Delaware
corporation (together, the "Issuers"), in connection with the offering of
$200,000,000 aggregate principal amount of the Issuers' Series B 13 1/4% Senior
Notes due 2010 (the "Exchange Notes"). The Exchange Notes are to be issued
pursuant to an exchange offer (the "Exchange Offer") in exchange for a like
principal amount of the Issuers' outstanding Series A 13 1/4% Senior Notes due
2010 (the "Outstanding Notes") issued pursuant to the Indenture (as defined
below).
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 rendering the opinions set forth herein, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
following:
(a) the Registration Statement on Form S-4 with respect to the Exchange
Notes as filed with the Securities and Exchange Commission (the
"Commission") on May 11, 2000 and any amendments thereto (the
"Registration Statement");
(b) an executed copy of the Indenture, dated as of February 17, 2000 (the
"Indenture"), between the Issuers and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee");
(c) executed copies of resolutions adopted by each of the Issuers' Board
of Managers and Board of Directors, as applicable, dated as of
January 18, 2000;
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Madison River Capital, LLC
Madison River Finance Corp.
June 23, 2000
Page 2
(d) the form of the Exchange Notes and a specimen certificate thereof;
(e) the Certificate of Formation and Limited Liability Company Agreement
of Madison River Capital, LLC, as currently in effect;
(f) the Certificate of Incorporation and By-Laws of Madison River Finance
Corp., as currently in effect;
(g) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement; and
(h) such other documents as we have deemed necessary or appropriate as a
basis for the opinions set forth below.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all 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, conformed or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents, we have assumed that the parties thereto (except the Issuers) 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 the execution and delivery by such parties of such documents and
the validity and binding effect of such documents. As to any facts material to
the opinions expressed herein which we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Issuers and others.
Our opinions set forth herein are limited to the Delaware General
Corporation Law and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Indenture and the
Exchange Notes and, to the extent that judicial or regulatory orders or decrees
or consents, approvals, licenses, authorizations, validations, filings,
recordings or registrations with governmental authorities are relevant, to those
required under such laws (all of the foregoing being referred to as "Opined on
Law"). We do not express any opinion as to the law of any jurisdiction, other
than the foregoing jurisdictions relating to Opined on Law, or as to the effect
of any such non opined law in the opinions herein stated. We have relied as to
matters of New York law on the opinion of Skadden, Arps, Slate, Meagher & Flom
LLP.
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Madison River Capital, LLC
Madison River Finance Corp.
June 23, 2000
Page 3
Based upon and subject to the foregoing and to the limitations,
qualifications, assumptions and exceptions set forth herein, we are of the
opinion that:
When the Exchange Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and have been delivered upon
consummation of the Exchange Offer against receipt of Outstanding Notes
surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Exchange Notes will be valid and binding obligations of
the Issuers entitled to the benefits of the Indenture and enforceable
against the Issuers in accordance with their terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, usury or other similar
laws now or hereafter in effect relating to creditors' rights generally and
(b) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Issuers of the Exchange Notes and the Indenture
and the performance by the Issuers of their obligations thereunder do not and
will not violate, conflict with or constitute a default under any agreement or
instrument to which the Issuers or their properties are subject, except for
those agreements and instruments which were identified to us by the Issuers as
being material to it and which are listed as exhibits to the Registration
Statement.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are 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/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
