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EXHIBIT 5
January 17, 2001
Level 3 Communications, Inc.
1025 Eldorado Boulevard
Broomfield, Colorado 80021
Re: Level 3 Communications, Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Level 3 Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $3,000,000,000 aggregate
principal amount of the Company's senior and subordinated debt securities
(collectively, the "Debt Securities"); preferred stock, par value $.01 per
share ("Preferred Stock"), and related depositary shares representing fractional
interests in the Preferred Stock ("Depositary Shares"); common stock, par value
$.01 per share ("Common Stock"); warrants to purchase Common Stock, Preferred
Stock, Debt Securities or Depositary Shares ("Warrants"); stock purchase
contracts and stock purchase units obligating the holders to purchase from the
Company a specified number of shares of Common Stock or Preferred Stock ("Stock
Purchase Contracts"), which may be issued separately or as part of stock
purchase units consisting of a Stock Purchase Contract and debt securities,
preferred securities or debt obligations of third parties securing the holders'
obligations to purchase the Company's Common Stock or Preferred Stock under the
Stock Purchase Contracts ("Stock Purchase Units"); and subscription rights to
purchase Debt Securities, Common Stock, Preferred Stock, Depositary Shares or
Warrants. The Debt Securities, Preferred Stock, Depositary Shares, Common Stock,
Warrants, Stock Purchase Contracts, Stock Purchase Units and Subscription Rights
are herein referred to collectively as the "Securities." The Securities may be
issued from time to time by the Company after the registration statement to
which this opinion is an exhibit (the "Registration Statement") becomes
effective. The terms used herein, unless otherwise defined, have the meanings
assigned to them in the Registration Statement.
We have examined such documents as we have considered necessary for purposes of
this opinion, including (i) the form of indenture (the "Senior Indenture")
between the Company and IBJ Whitehall Bank & Trust Company (formerly known as
IBJ Schroder Bank & Trust Company), as trustee, (ii) the form of indenture (the
"Subordinated Indenture") between the Company and IBJ Whitehall Bank & Trust
Company, as trustee, (iii) the Restated Certificate of Incorporation and By-Laws
of the Company, and (iv) the form of deposit agreement between the Company and a
depositary ("Depositary") relating to the Depositary Shares; and such other
documents and matters of law as we have deemed necessary in connection with the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified copies or photocopies. In rendering the opinions
expressed below, we have relied on factual representations by
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Company officials and statements of fact contained in the documents we have
examined.
On the basis of the foregoing and having regard for legal consideration we deem
relevant, we are of the opinion that:
1. The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
2. Upon the taking of appropriate corporate action by the Company; the
effectiveness of the Registration Statement under the Act; the qualification of
the Senior Indenture or the Subordinated Indenture, as the case may be, under
the Trust Indenture Act of 1939; the compliance with the "blue sky" laws of
certain states; the due execution and delivery by the parties thereto of the
Senior Indenture, the Subordinated Indenture, and each amendment of or
supplement to the Senior Indenture or the Subordinated Indenture, as the case
may be (each such Indenture, as so amended or supplemented, being referred to as
an "Indenture," and the trustee under any Indenture being referred to as a
"Trustee"), assuming that the relevant Indenture is consistent with the form
thereof filed as an exhibit to the Registration Statement; the Debt Securities
will be duly and validly authorized and, when the Debt Securities are duly
executed by the Company, authenticated by the relevant Trustee and sold and
delivered at the price and in accordance with the terms set forth in the
Registration Statement, the supplement or supplements to the Prospectus included
therein and the relevant Indenture and the applicable definitive purchase,
underwriting or similar agreement, the Debt Securities will be valid and binding
obligations of the Company, entitled to the benefits of the relevant Indenture,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
3. Upon the taking of appropriate corporate action by the Company and its
stockholders, including the approval of the terms of any class or series of
Preferred Stock and the authorization of the execution and filing of a
Certificate of Designation (a "Certificate") relating thereto with the Delaware
Secretary of State; the effectiveness of the Registration Statement under the
Act; the compliance with the "blue sky" laws of certain states; the Preferred
Stock will be duly and validly authorized, and, when certificates representing
the shares of Preferred Stock are duly executed by the Company, countersigned,
registered and sold and delivered at the price and in accordance with the terms
set forth in the Registration Statement and the supplement or supplements to the
Prospectus included therein and the applicable definitive purchase, underwriting
or similar agreement, will be validly issued, fully paid and nonassessable.
4. Upon the taking of appropriate corporate action by the Company and its
stockholders; the effectiveness of the Registration Statement under the Act; the
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compliance with the "blue sky" laws of certain states; the Common Stock will be
duly and validly authorized, and, when the certificates representing shares of
Common Stock are duly executed by the Company, countersigned, registered and
sold and delivered the price and in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the Prospectus
included therein and the applicable definitive purchase, underwriting or similar
agreement, the Common Stock will be validly issued, fully paid and
nonassessable.
5. Upon the taking of appropriate corporate action by the Company and its
stockholders, including the authorization of the execution and filing of a
Certificate relating to the underlying Preferred Stock with the Delaware
Secretary of State; the effectiveness of the Registration Statement under the
Act; the compliance with the "blue sky" laws of certain states; the due
execution and delivery by the parties thereto of a Deposit Agreement relating to
Depositary Shares, and each amendment thereof or supplement thereto (each such
Deposit Agreement, as so amended or supplemented, being referred to as a
"Deposit Agreement"), assuming that the relevant Deposit Agreement is consistent
with the form thereof filed as an exhibit to the Registration Statement; the
shares of Preferred Stock underlying such Depositary Shares have been deposited
with a bank or trust company (which meets the requirements for the Depositary
set forth in the Registration Statement or in the supplement or supplements to
the Prospectus included therein) under the applicable Deposit Agreement, the
Depositary Shares will be duly and validly authorized, and, when the depositary
receipts evidencing rights in the Depositary Shares are duly executed by the
relevant Depositary and registered, and the Depositary Shares are sold and
delivered at the price and in accordance with the terms set forth in the
Registration Statement, the supplement or supplements to the Prospectus included
therein and the Deposit Agreement and the applicable definitive purchase,
underwriting or similar agreement, will be validly issued and will entitle the
holders thereof to the rights specified in the Deposit Agreement and the
depositary receipts evidencing rights therein, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
6. Upon the taking of appropriate corporate action by the Company and the due
authorization, execution and delivery by the Company and the warrant agent
appointed by the Company of the applicable warrant agreement relating to the
Warrants; the effectiveness of the Registration Statement under the Act; the
compliance with the "blue sky" laws of certain states, and the issuance and
delivery of the Warrants by the Company upon payment of the consideration
therefor in the manner contemplated in the Registration Statement or in the
supplement or supplements to the Prospectus relating thereto, the Warrants
proposed to be sold by the Company will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
7. Upon the taking of appropriate corporate action by the Company and the due
authorization and valid execution and delivery by the Company of a purchase
contract agreement relating to the Stock Purchase Contracts (the "Purchase
Contract Agreement"); the effectiveness of the Registration Statement under the
Act; the compliance with the "blue sky" laws of certain states, and the issuance
and delivery of the Stock Purchase Contracts by the Company upon payment of the
consideration therefor in the manner contemplated in the Registration Statement
or in the supplement or supplements to the Prospectus relating thereto, the
Stock Purchase Contracts will constitute valid and binding obligations of the
Company, enforceable accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
8. Upon the taking of appropriate corporate action by the Company to
authorize the issuance and sale of the Stock Purchase Contracts comprising a
part of the Stock Purchase Units and the due authorization and valid execution
and delivery by the Company of a Purchase Contract agreement relating to the
Stock Purchase Contracts comprising a part of the Stock Purchase Units; the due
execution and delivery of the collateral arrangements relating to the Stock
Purchase Units and the deposit of the collateral with the collateral agent in
accordance with such arrangements; the effectiveness of the Registration
Statement under the Act; the compliance with the "blue sky" laws of certain
states, and the issuance and delivery of the Stock Purchase Units by the Company
upon payment of the consideration therefor in the manner contemplated in the
Registration Statement or in the supplement or supplements to the Prospectus
relating thereto, the Stock Purchase Units will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
9. Upon the taking of appropriate corporate action by the Company to
authorize the issuance and sale of the Subscription Rights; and valid execution
and delivery by the Company and the subscription rights agent appointed by the
Company of the applicable subscription rights agreement relating to the
Subscription Rights; the due execution and delivery in accordance with the
applicable subscription rights agreement of the Subscription Rights or
subscription rights certificates representing the Subscription Rights; the
effectiveness of the Registration Statement under the Act; the compliance with
the "blue sky" laws of certain states, and the issuance and delivery of the
Subscription Rights or subscription rights certificates by the Company upon
payment of the consideration therefor in the manner contemplated in the
Registration Statement or in the supplement or supplements to the Prospectus
relating thereto, the Subscription Rights will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
