Exhibit 5
[Firm Letterhead Appears Here]
August 14, 2000
Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319
Re: Registration Statement of Form S-8
Gentlemen:
We have acted as special counsel for Cox Communications, Inc., a
Delaware corporation ("Cox"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
an additional 12,000,000 shares (the "Shares") of Class A Common Stock, $0.01
par value per share, being issued by Cox pursuant to the Cox Communications,
Inc. Long-Term Incentive Plan (the "Plan").
In preparing this opinion we have reviewed (a) the Registration
Statement; (b) Cox's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws; (c) the Plan; and (d) certain records of Cox's
corporate proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon oral
representations of officers of Cox without further investigation. With respect
to the foregoing documents, we have assumed: (i) the authenticity of all
documents submitted to us as originals, the conformity with authentic original
documents of all documents submitted to us as copies or forms, the genuineness
of all signatures and the legal capacity of natural persons, and (ii) that the
foregoing documents, in the forms thereof submitted for our review, have not
been altered, amended or repealed in any respect material to our opinion as
stated herein. We have not reviewed any documents other than the documents
listed above for purposes of rendering our opinion as expressed herein, and we
assume that there exists no provision of any such other document that bears upon
or is inconsistent with our opinion as expressed herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we assume to be
true, complete and accurate in all material respects.
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware and federal law of the United States of
America, insofar as such laws apply, and we express no opinion as to conflicts
of law rules, or the laws of any states or jurisdictions, including federal laws
regulating securities, or the rules and regulations of stock exchanges or any
other regulatory body, other than as specified above.
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Based upon and subject to the foregoing and any other qualifications
stated herein, we are of the opinion that the Shares, when and to the extent
issued and paid for pursuant to the provisions of the Plan, will be validly
issued, fully paid and non-assessable, subject to limitations imposed by
bankruptcy, insolvency, reorganization, moratorium or similar laws and related
court decisions of general applicability relating to or affecting creditors'
rights generally.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to all references to our firm in the Registration
Statement, provided, that in giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities Exchange
Commission thereunder. Except as provided for hereinabove, without our prior
written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Richard P. McHugh
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Richard P. McHugh
Member
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