AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
ORION NETWORK SYSTEMS, INC.*
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 4899 52-2008654
(State of organization) (Primary S.I.C. Code Number) (I.R.S. Employer & Identification Number)
</TABLE>
2440 RESEARCH BOULEVARD, SUITE 400, ROCKVILLE, MARYLAND 20850, (301) 258-8101
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
RICHARD H. SHAY, ESQ.
2440 RESEARCH BOULEVARD, SUITE 400, ROCKVILLE, MARYLAND 20850, (301) 258-8101
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
For Information regarding additional registrants,
see "Table of Additional Registrants."
--------------------
Copies to:
<TABLE>
<CAPTION>
<S> <C>
Anthony S. Harrington, Esq. Jerry V. Elliott, Esq.
Steven M. Kaufman, Esq. James S. Scott, Sr., Esq.
HOGAN & HARTSON L.L.P. SHEARMAN & STERLING
555 Thirteenth Street, N.W., Washington, D.C. 20004-1109 599 Lexington Avenue, New York, New York 10022
(202) 637-5600 (212) 848-4000
</TABLE>
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Maximum Amount of
Aggregate Offering Registration
Title of Securities Being Registered Price (1) Fee
- ------------------------------------ -------------------- ----------------
<S> <C> <C>
Senior Note Units and Senior Discount Note Units (2). $110,397,000 $33,454(3)
Senior Notes due 2007................................ N/A (4)
Senior Discount Notes due 2007....................... N/A (4)
Warrants to Purchase Common Stock (5)................ N/A (4)
Common Stock......................................... N/A (4)
Subsidiary Guarantees of the Additional Registrants.. N/A (4)
===============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Each Senior Note Unit will consist of a Senior Note due 2007 and a Warrant
to purchase Common Stock. The Senior Notes and Warrants will be offered only
in Units. Each Senior Discount Note Unit will consist of a Senior Discount
Note due 2007 and a Warrant to purchase Common Stock. The Senior Discount
Notes and Warrants will be offered only in Units.
(3) $600,000,000 of Units was registered under Registration No. 333-19167 and a
filing fee of $181,818 was paid with the earlier registration statement.
(4) As such securities are to be provided without additional cost to the
purchasers, no registration fee is required with respect thereto.
(5) Also being registered are such number of shares of Common Stock as may be
issuable upon exercise of the Warrants.
================================================================================
<PAGE>
INFORMATION REGARDING ADDITIONAL REGISTRANTS
The following additional registrants will be, after the merger and exchange
transaction that will occur prior to or simultaneously with the sale of the
securities registered hereby (as described in the registration statement and
included prospectus and in a merger proxy statement that will be sent to
stockholders prior to the sale of the securities registered hereby),
subsidiaries of the issuer of the Units and guarantors of the Senior Notes and
Senior Discount Notes:
<TABLE>
<CAPTION>
PRIMARY STANDARD
INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER &
NAME STATE OF ORGANIZATION CODE NUMBER IDENTIFICATION NUMBER
- ------------------------------------ ---------------------- -------------------------- ----------------------
<S> <C> <C> <C>
Orion Network Systems, Inc.* ...... Delaware 4899 52-1271418
Orion Satellite Corporation ....... Delaware 4899 52-1564318
International Private Satellite
Partners, L.P. ..................... Delaware 4899 52-1648586
OrionNet, Inc. ..................... Delaware 4899 52-1564601
Orion Asia Pacific Corporation .... Delaware 4899 52-1959361
Asia Pacific Space and
Communications, Ltd. ............... Delaware 4899 52-1611027
Orion Atlantic Europe, Inc. ....... Delaware 4899 52-1959360
OrionNet Finance Corporation ...... Delaware 4899 52-1959361
</TABLE>
The address and telephone number of the principal executive offices and the
agent for service for each of the additional registrants are the same as for
Orion Network Systems, Inc., as set forth on the facing page of this
Registration Statement.
- ------------
* The issuer of the Units is a newly-formed Delaware corporation presently
named Orion Newco Services, Inc., but will become the parent holding company
of an existing public company, Orion Network Systems, Inc., and will change
its name to Orion Network Systems, Inc., in a merger and exchange
transaction that will occur prior to or simultaneously with the closing of
the sale of the securities registered hereby (as described in the
registration statement and included prospectus and in a merger proxy
statement that will be sent to stockholders prior to the sale of the
securities registered hereby). Since the issuer of the Units, on a
consolidated basis (through the existing public company which will become
its wholly-owned subsidiary), will succeed to and continue the business of
the existing public company Orion Network Systems, Inc., the issuer of the
Units believes that it is more informative and less confusing for potential
investors and existing stockholders if this registration statement and the
prospectus included herein refer to the issuer of the Units as Orion Network
Systems, Inc.
<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Senior Note
Units and Senior Discount Note Units (collectively, "Units"), Senior Notes due
2007, Senior Discount Notes due 2007, Warrants to Purchase Common Stock and
Common Stock of Orion Network Systems, Inc. and Subsidiary Guarantees of the
Additional Registrants contemplated by a Registration Statement on Form S-1,
Registration No. 333-19167 (the "Prior Registration Statement"), and is filed
solely to increase the number of Units to be offered in such offering by
$110,397,000. The contents of the Prior Registration Statement, including all
exhibits thereto, are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORION NEWCO SERVICES, INC.
By: /s/ W. Neil Bauer
-------------------------------
W. Neil Bauer
President
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer, David J. Frear
and Richard H. Shay, and each of them, his true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their, his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ---------------------- President and Director January 28, 1997
W. Neil Bauer (Principal Executive Officer)
/s/ David J. Frear
- ---------------------- Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Treasurer and Director
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Richard H. Shay Director January 28, 1997
- ----------------------
Richard H. Shay
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORION NETWORK SYSTEMS, INC.
By: /s/ W. Neil Bauer
-------------------------------
W. Neil Bauer
President
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints John G. Puente, W. Neil Bauer
and David J. Frear, and each of them, his true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their, his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ---------------------------- President, Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ---------------------------- Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Treasurer
Principal Financial Officer
and Principal Accounting Officer)
/s/ Gustave M. Hauser Chairman and Director January 28, 1997
- ----------------------------
Gustave M. Hauser
/s/ John V. Saeman Director January 28, 1997
- ----------------------------
John V. Saeman
II-2
<PAGE>
/s/ John G. Puente Director January 28, 1997
- ----------------------------
John G. Puente
/s/ Richard J. Brekka Director January 28, 1997
- ----------------------------
Richard J. Brekka
/s/ Warren B. French, Jr.. Director January 28, 1997
- ----------------------------
Warren B. French, Jr.
/s/ Sidney S. Kahn Director January 28, 1997
- ----------------------------
Sidney S. Kahn
/s/ W. Anthony Rice Director January 28, 1997
- ----------------------------
W. Anthony Rice
/s/ Robert M. Van Degna Director January 28, 1997
- ----------------------------
Robert M. Van Degna
/s/ Barry Horowitz Director January 28, 1997
- ----------------------------
Barry Horowitz
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORION SATELLITE CORPORATION
By: /s/ W. Neil Bauer
-------------------------------
W. Neil Bauer
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- -------------------------- Chairman, Chief Executive January 28,1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
- -------------------------- President and Director January __, 1997
Douglas Newman
/s/ David J. Frear
- -------------------------- Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
INTERNATIONAL PRIVATE SATELLITE
PARTNERS, L.P.
BY: ORION SATELLITE CORPORATION
By: /s/ W. Neil Bauer
-----------------------------
W. Neil Bauer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ------------------------ Chairman, Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ Douglas Newman
- ------------------------ President and Director January 28, 1997
Douglas Newman
/s/ David J. Frear
- ------------------------ Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORIONNET, INC.
By: /s/ W. Neil Bauer
----------------------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ------------------------ President, Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ------------------------ Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORION ASIA PACIFIC CORPORATION
By: /s/ W. Neil Bauer
-----------------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ------------------------- President, Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ------------------------- Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Treasurer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ASIA PACIFIC SPACE AND COMMUNICATIONS, INC.
By: /s/ W. Neil Bauer
---------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ------------------------ President, Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ------------------------ Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORIONNET FINANCE CORPORATION
By: /s/ W. Neil Bauer
---------------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ----------------------- President and Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ----------------------- Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Treasurer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rockville, State of Maryland, on the 28th day of January, 1997.
ORION ATLANTIC EUROPE, INC.
By: /s/ W. Neil Bauer
--------------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints W. Neil Bauer and David J.
Frear and each of them, his true and lawful attorney-in-fact and agent, with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Neil Bauer
- ------------------------ President and Chief Executive January 28, 1997
W. Neil Bauer Officer and Director
(Principal Executive Officer)
/s/ David J. Frear
- ------------------------ Vice President, Chief Financial January 28, 1997
David J. Frear Officer and Treasurer and Director
(Principal Financial Officer
and Principal Accounting Officer)
II-10
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Hogan & Hartson L.L.P.
8.1 Opinion of Hogan & Hartson L.L.P. with respect to certain tax matters
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)
23.3 Consent of Ascent Communications Advisors L.P.
EXHIBIT 5.1
January 28, 1997
Board of Directors
Orion Network Systems, Inc.
2440 Research Boulevard
Suite 400
Rockville, Maryland 20850
Ladies and Gentlemen:
We are acting as counsel to Orion Network Systems, Inc., a
Delaware corporation incorporated under the name Orion Newco Services, Inc. (the
"Company"), in connection with the registration statement on Form S-1, as
amended (the "Original Registration Statement"), filed by the Company and
certain additional registrants with the Securities and Exchange Commission
relating to the proposed public offering of Senior Note Units and Senior
Discount Note Units (collectively, the "Units"), and the registration statement
on Form S-1 filed by the Company and certain additional registrants with the
Securities and Exchange Commission pursuant to Rule 462(b) under the Securities
Act (the "462(b) Registration Statement, and collectively with the Original
Registration Statement, the "Registration Statement") relating to the proposed
public offering of additional Units (the "Additional Units"). Each Senior Note
Unit consists of (i) one Senior Note due 2007 (such Senior Notes collectively,
the "Senior Notes") to be issued pursuant to a Senior Note Indenture (the
"Senior Note Indenture") to be executed by the Company, certain subsidiaries of
the Company, as guarantors, and Bankers Trust Company, as trustee, and (ii) one
Warrant (such Warrants collectively, the "Senior Note Warrants"), each Senior
Note Warrant entitling the holder thereof to purchase shares of Common Stock,
par value $.01 per share (the "Common Stock"), of the Company, to be issued
pursuant to a Warrant Agreement (the "Warrant Agreement") to be executed by the
Company and Bankers Trust Company, as Warrant Agent. Each Senior Discount Note
Unit consists of (i) one Senior Discount Note due 2007 (such Senior Discount
Notes collectively, the "Senior Discount Notes," and together with the Senior
Notes, the "Notes") to be issued pursuant to a Senior Discount Note Indenture
(the "Senior Discount Note Indenture") to be executed by the Company, certain
subsidiaries of the Company, as guarantors, and Bankers Trust Company, as
trustee, and (ii) one Senior Discount Note Warrant (such Senior Discount Note
Warrants collectively, the "Senior Discount Note Warrants," and together with
the Senior Note Warrants, the "Warrants"), each Senior Discount Note Warrant
entitling the holder thereof to purchase shares of Common Stock to be issued
pursuant to the Warrant Agreement.
<PAGE>
Board of Directors
Orion Network Systems, Inc.
January 28, 1997
Page 2
This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Original Registration Statement,
as amended through the date hereof, and an executed copy
of the 462(b) Registration Statement.
2. The form of the Senior Note Indenture, including the
form of Senior Note, filed as Exhibit 4.1 to the
Original Registration Statement.
3. The form of Senior Discount Note Indenture, including
the form of Senior Discount Note, filed as Exhibit 4.2
to the Original Registration Statement.
4. The Form of Warrant Agreement, including the form of
Senior Note Warrant and the form of Senior Discount Note
Warrant, filed as Exhibit 4.5 to the Original
Registration Statement.
5. The Certificate of Incorporation of the Company, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
6. The Bylaws of the Company, as certified by the Secretary
of the Company on the date hereof as being complete,
accurate and in effect.
7. The proposed form of Underwriting Agreement among the
Company, Morgan Stanley & Co., Incorporated and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, filed as
Exhibit 1.1 to the Original Registration Statement (the
"Underwriting Agreement").
8. Resolutions of the Board of Directors of the Company,
including resolutions adopted on January 14, 1997, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect,
relating to the issuance and sale of the Units, the
Notes, the Warrants and the Common Stock issuable upon
exercise of the Warrants (the "Warrant Shares") to be
sold by the Company and arrangements in connection
therewith.
<PAGE>
Board of Directors
Orion Network Systems, Inc.
January 28, 1997
Page 3
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware, and the contract law of
the State of New York. We express no opinion herein as to any other laws,
statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the 462(b) Registration
Statement, (ii) final action of the Board of Directors of the Company (or a duly
appointed pricing committee thereof) approving the interest rate and other
pricing terms of the Units, the Notes and the Warrants, (iii) due execution and
delivery by the Company of the Underwriting Agreement, the Senior Note
Indenture, the Senior Discount Note Indenture and the Warrant Agreement, (iv)
sale and issuance of the Units pursuant to the terms of the Underwriting
Agreement, issuance of the Senior Notes pursuant to the Senior Note Indenture,
issuance of the Senior Discount Notes pursuant to the Senior Discount Note
Indenture and issuance of the Warrants pursuant to the Warrant Agreement and (v)
receipt by the Company of the consideration for the Units specified in the
resolutions of the Board of Directors:
(1) the Additional Units, and the Notes and the Warrants
comprising such Additional Units, will constitute binding obligations
of the Company enforceable against the Company in accordance with their
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights
(including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion
and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, conscionability
and materiality (regardless of whether the Units, and the Notes and the
Warrants comprising such Additional Units, are considered in a
proceeding in equity or at law); provided, however, that we express no
opinion with respect to Section 11.5 of the Warrant Agreement as
incorporated in the Warrants and made a part thereof; and
(2) the Warrant Shares have been duly authorized by the
Company and, when issued and delivered upon exercise of the Warrants in
accordance with the terms of the Warrant Agreement as in effect on the
date hereof, will be validly issued, fully paid and non-assessable.
The opinion expressed in paragraph (1) above shall be
understood to mean only that if (i) there is a default in performance of an
obligation, (ii) a failure to pay or other damage can be shown and (iii) the
defaulting party can be brought into a court which will hear the case and apply
the governing law, then, subject to the availability of defenses, and to the
exceptions set forth above, the court will provide a money damage (or perhaps
injunctive or specific performance) remedy.
<PAGE>
Board of Directors
Orion Network Systems, Inc.
January 28, 1997
Page 4
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the reference to this firm
under the caption "Validity of the Securities" in the prospectus constituting a
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
EXHIBIT 8.1
January 28, 1997
Orion Network Systems, Inc.
2440 Research Boulevard, Suite 400
Rockville, Maryland 20850
Ladies and Gentlemen:
We are acting as counsel to Orion Network Systems, Inc., a
Delaware corporation (the "Company"), in connection with its registration
statement on Form S-1 under Rule 462(b) (the "Registration Statement") filed
with the Securities and Exchange Commission relating to the proposed public
offering of (i) Senior Note Units, each consisting of one __% Senior Note due
2007 and one Warrant to purchase Common Stock of the Company, and (ii) Senior
Discount Note Units, each consisting of one __% Senior Discount Note due 2007
and one Warrant to purchase Common Stock of the Company, all of which Units are
to be sold by the Company. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(8) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(8), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined an
executed copy of the Registration Statement. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity, accuracy and completeness of all documents submitted
to us, and the conformity with the original documents of all documents submitted
to us as certified, telecopied, photostatic, or reproduced copies. This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on
the Internal Revenue Code of 1986, as amended, its legislative history, judicial
authority, current administrative rulings and practice, and existing and
proposed Treasury Regulations, including regulations concerning the treatment of
debt instruments issued with original issue discount, all as in effect and
existing on the date hereof (collectively, "federal tax laws"). We express no
opinion herein as to any other laws, statutes, regulations, or ordinances.
<PAGE>
Orion Network Systems, Inc.
January 28, 1997
Page 2
Based upon, subject to and limited by the foregoing, we are of
the opinion that the information in the prospectus constituting a part of the
Registration Statement under the caption "Certain United States Federal Income
Tax Consequences," to the extent that such information constitutes matters of
law or legal conclusions or purports to describe certain provisions of the
federal tax laws, has been reviewed by us and is a correct summary in all
material respects of the matters discussed therein.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 8 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-1, No. 333-_____) relating to the registration of
Senior Note Units and Senior Discount Note Units dated January 29, 1997, of our
report dated February 9, 1996 relating to the consolidated financial statements
of Orion Network Systems, Inc. included in Amendment 3 to the Registration
Statement of Orion Network Systems, Inc. (Form S-1, No. 333-19167) dated January
28, 1997.
/s/ ERNST & YOUNG LLP
Washington, D.C.
January 28, 1997
EXHIBIT 23.3
CONSENT OF ASCENT COMMUNICATIONS ADVISORS L.P.
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 20, 1996 to the
Registration Statement (Form S-1 No. 333-19167) and related Prospectus of Orion
Newco Services, Inc. dated January 29, 1997.
ASCENT COMMUNICATIONS ADVISORS L.P.
By: /s/ Ascent Communications Advisors, L.P.
---------------------------------------
Name:
Title:
New York, N.Y.
January 28, 1997
