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Exhibit 5.1
[Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]
August 17, 2000
CoreComm Merger Sub, Inc.
110 East 59th Street, 26th Floor
New York, New York 10022
CoreComm Merger Sub, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Act"), and the rules and
regulations under the Act (the "Rules"), we have been requested by CoreComm
Merger Sub, Inc., a Delaware corporation (the "Company"), to furnish our opinion
as to the legality of up to 60,000,000 shares of the Company's common stock, par
value $0.01 per share (the "Shares"), whose issuance is registered under the
Registration Statement.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement, (ii)
the Agreement
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and Plan of Merger among CoreComm Limited, CoreComm Group Sub I, Inc. and
Voyager.net, Inc., dated as of March 12, 2000 and amended on August 10, 2000 (as
amended to date, the "Merger Agreement"), (iii) the Company's Certificate of
Incorporation and Bylaws, (iv) the form of the Company's Restated Certificate of
Incorporation and Restated Bylaws to be adopted once the required conditions
have been met and (v) records of certain of the Company's corporate proceedings.
In addition, we have made those other examinations of law and fact as we deemed
relevant and necessary in order to form a basis for our opinions.
In our examination of the Documents, we have assumed, without
independent investigation, the genuineness of all signatures, the enforceability
of the Documents against each party to them, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of valid existing agreements or other documents and the authenticity of
all the latter documents. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company.
Based on the foregoing, and subject to the stated assumptions, we
are of the opinion that (i) the Shares have been duly authorized for issuance
and (ii) the Shares, when issued and delivered and paid for as contemplated in
the Documents, will be validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to the federal laws of the
United States and the General Corporation Law of the State of Delaware. Our
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opinions are rendered only with respect to the laws, and the reported judicial
decisions, rules, regulations and orders under them, which are currently in
effect.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the captions
"Legal Matters" and "Material Federal Income Tax Consequences" in the prospectus
included in the Registration Statement. In giving this consent, we do not agree
or admit that we come within the category of persons whose consent is required
by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
