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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 4, 1996
PACIFIC TELESIS GROUP
A Nevada Commission File I.R.S. Employer
Corporation No. 1-8609 No. 94-2919931
130 Kearny Street, San Francisco, California 94108
Telephone Number (415) 394-3000
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Form 8-K Pacific Telesis Group
January 4, 1996
Item 7. Financial Statements and Exhibits
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(c) Exhibits:
The exhibit listed below relates to Registration Statement No. 33-
63647 on Form S-3 of the registrant and certain co-registrants and is
filed herewith for incorporation by reference in such Registration
Statement.
Exhibit
Number Description
------- -----------
5-A Opinion of Richard W. Odgers, Esq.
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Form 8-K Pacific Telesis Group
January 4, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Pacific Telesis Group
January 5, 1996 By: /s/R. W. Odgers
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R. W. Odgers
Executive Vice President, General Counsel
& Secretary
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EXHIBIT INDEX
The exhibit listed below relates to Registration Statement No. 33-63647 on
Form S-3 of the registrant and certain co-registrants and is filed herewith
for incorporation by reference in such Registration Statement.
Exhibit
Number Description
------- -----------
5-A Opinion of Richard W. Odgers, Esq.
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Exhibit 5-A
Richard W. Odgers
Executive Vice President, General Counsel and Secretary
Pacific Telesis Group
130 Kearny Street
Suite 3700
San Francisco, California 94108
January 4, 1996
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
Gentlemen and Ladies:
I have acted as counsel to Pacific Telesis Group ("Pacific Telesis"), a Nevada
corporation, and to Pacific Telesis Financing I, Pacific Telesis Financing II
and Pacific Telesis Financing III, each a Delaware business trust
(collectively, the "Trusts"), in connection with the preparation of
Registration Statement No. 33-63647 of Pacific Telesis and the Trusts on
Form S-3, (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission"), relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of preferred
securities of the Trusts (the "Preferred Securities"), guarantees of the
Preferred Securities by Pacific Telesis (the "Preferred Securities
Guarantees") and subordinated debt securities of Pacific Telesis (the
"Subordinated Debt Securities"). The Subordinated Debt Securities will be
issued in accordance with the provisions of an indenture and a supplemental
indenture (together, the "Indenture") to be executed by Pacific Telesis and
The First National Bank of Chicago, a national banking association (the
"Bank"), as trustee (the "Debt Trustee"), the forms of which are filed as
exhibits to the Registration Statement. The Preferred Securities Guarantees
will be set forth in a guarantee agreement to be executed by Pacific Telesis
and the Bank, as preferred guarantee trustee (the "Preferred Guarantee
Trustee"), the form of which is filed as an exhibit to the Registration
Statement.
In so acting, I have reviewed the Registration Statement, including the
prospectus (the "Prospectus") and prospectus supplement (the "Prospectus
Supplement") contained therein, and the form of Indenture, form of
Subordinated Debt Security and form of Preferred Securities Guarantee filed
with the Commission as exhibits to the Registration Statement. In addition, I
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of Pacific Telesis, and have made such
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inquiries of such officers and representatives, as I have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact material to
this opinion that have not been independently established, I have relied upon
certificates or comparable documents of officers and representatives of
Pacific Telesis.
Based on the foregoing, and subject to the qualifications stated herein, I am
of the opinion that:
1. Pacific Telesis is a corporation duly organized and validly existing
under the laws of the State of Nevada.
2. Pacific Telesis has all requisite corporate power and authority to
execute and deliver the Indenture, the Subordinated Debt Securities and
the Preferred Securities Guarantees in conformity with the resolutions of
the Board of Directors of Pacific Telesis adopted on September 22, 1995
(the "Board Resolutions") and to perform its obligations under the
Indenture, the Subordinated Debt Securities and the Preferred Securities
Guarantees.
3. The execution and delivery of the Indenture, the Subordinated Debt
Securities and the Preferred Securities Guarantees in conformity with the
Indenture, the Registration Statement and the Board Resolutions have been
duly authorized by all necessary corporate action on the part of the
Pacific Telesis.
4. Upon the due execution and delivery of the Indenture by Pacific Telesis
and the Debt Trustee, the Subordinated Debt Securities, when duly
established as a series, executed, authenticated, issued, sold and
delivered in the manner contemplated in the Indenture, the Registration
Statement and the Board Resolutions, will constitute legal, valid and
binding obligations of Pacific Telesis, entitled to the benefits of the
Indenture and enforceable against it in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights
and remedies generally and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought
in a proceeding at law or equity) and except to the extent that rights to
indemnification thereunder may be limited by federal or state securities
laws or public policy relating thereto.
5. Upon the due execution and delivery of the Preferred Securities
Guarantees by Pacific Telesis and the Preferred Guarantee Trustee and the
lawful issuance and sale of the Preferred Securities in the manner
contemplated in the Preferred Securities Guarantees, the Registration
Statement and the Board Resolutions, the Preferred Securities Guarantees
will constitute the legal, valid and binding obligation of Pacific
Telesis enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
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moratorium and similar laws affecting creditors' rights and remedies
generally; and subject, as to enforceability, to the rules governing the
availability of specific performance, injunctive relief or other
equitable remedies; to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity); to
the effect of applicable court decisions, invoking statutes or principles
of equity, which have held that certain covenants and provisions of
agreements are unenforceable where the breach of such covenants or
provisions imposes restrictions or burdens upon a borrower, and it cannot
be demonstrated that the enforcement of such restrictions or burdens is
necessary for the protection of the creditor, or which have held that the
creditor's enforcement of such covenants or provisions under the
circumstances would violate the creditor's covenants of good faith and
fair dealing implied under California law; the effect of California
statutes and rules of law that cannot be waived prospectively by a
borrower; and the effect of California statutes and cases to the effect
that a surety may be exonerated if the creditor alters the original
obligation of the principal without the surety's consent, elects remedies
for default that may impair the surety's subrogation rights against the
principal, proceeds against the surety without first exhausting its
remedies against the principal or otherwise takes action which prejudices
the surety, without notification of and consent by the surety, unless
such rights of the surety are validly waived.
The opinions expressed herein are limited to the laws of the State of
California, the general corporation law of the State of Nevada and the federal
law of the United States of America, and I express no opinion as to the effect
on the matters covered by this letter of the laws of any other jurisdiction.
I do not purport herein to cover the application of the Blue Sky or securities
laws of the various states or other jurisdictions to the issuance and sale of
the Subordinated Debt Securities and the Preferred Securities Guarantees.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without my prior written consent.
I hereby consent to the filing of this opinion as an exhibit to Form 8-K of
Pacific Telesis and to its incorporation by reference into the Registration
Statement and to the references to me under the headings "Validity of
Securities" in the Prospectus and "Legal Matters" in the Prospectus
Supplement, without admitting that I am an "expert" under the Securities Act
or the rules and regulations of the Commission issued thereunder with respect
to any part of the Registration Statement, including this exhibit thereto.
Very truly yours,
/s/ Richard W. Odgers
Richard W. Odgers
Executive Vice President, General Counsel,
and Secretary
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