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EXHIBIT 5
June 8, 2000
Level 3 Communications, Inc.
1025 Eldorado Boulevard
Broomfield, Colorado 80021
Re: Registration Statement on Form S-4
File No. 333-37362
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Ladies and Gentlemen:
We are counsel for Level 3 Communications, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No. 333-
37362) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering up to $800,000,000 aggregate principal
amount of 11% Senior Notes due 2008, $250,000,000 aggregate principal amount of
11-1/4% Senior Notes due 2010 and $675,000,000 aggregate principal amount at
maturity of 12-7/8% Senior Discount Notes due 2010 (collectively, the "New
Notes") offered in exchange for up to $800,000,000 aggregate principal amount of
11% Senior Notes due 2008, $250,000,000 aggregate principal amount of 11-1/4%
Senior Notes due 2010 and $675,000,000 aggregate principal amount at maturity of
12-7/8% Senior Discount Notes due 2010, originally issued and sold in reliance
upon an exemption from registration under the Securities Act (collectively, the
"Original Notes").
The Original Notes were issued under, and the New Notes are to be issued under,
these indentures (the "Indentures"), each dated as of February 29, 2000, entered
into between the Company, as issuer, and The Bank of New York, as trustee (the
"Trustee"). The exchange will be made pursuant to an exchange offer contemplated
by the Registration Statement (the "Exchange Offer"). Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to them in the
prospectus included in the Registration Statement.
In so acting, we have examined originals or copies, certified or otherwise,
identified to our satisfaction, of the Restated Certificate of Incorporation and
By-Laws of the Company and such documents, corporate records, certificates or
other instruments as in our judgment were necessary or appropriate to enable us
to render the opinions expressed below. As to certain factual matters, we have
relied upon certificates of public officials, certificates and statements
(including representations and warranties as to facts set
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Level 3 Communications
June 8, 2000
Page 2
forth in any of the documents referred to herein) of officers of the Company,
and such other documents as we have deemed necessary or appropriate for this
opinion. In such examinations, we have assumed the accuracy of all documents and
information furnished to us, the genuineness of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
certified, conformed or photostatic copies thereof, as well as the genuineness
of all signatures on all such documents.
Based on the foregoing, we are of the opinion that:
1. The execution and delivery of the Indentures have been duly authorized
by the Company, and the Indentures constitute legal, valid and binding
obligations enforceable against the Company in accordance with the terms
thereof, except insofar as enforceability thereof may be limited by (a)
usury, bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally, or (b) general principles of
equity.
2. The New Notes have been duly authorized by the Company and, when duly
executed by the proper officers of the Company, duly authenticated by the
Trustee and issued by the Company in accordance with the terms of the
applicable Indenture and the Exchange Offer, will constitute legal, valid
and binding obligations of the Company, will be entitled to the benefits of
the applicable Indenture and will be enforceable against the Company in
accordance with their terms, except insofar as enforceability thereof may
be limited by (a) usury, bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally, or (b) general
principles of equity.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. We do not express an
opinion as to matters arising under the laws of any jurisdiction, other than the
laws of the State of New York, the Delaware General Corporation Law and the
Federal laws of the United States.
We hereby consent to being named as counsel for the Company in the Registration
Statement and under the caption "Legal Matters" in the prospectus included in
the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
