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EXHIBIT 5.1
December [ ], 2000
PRIMEDIA Inc.
745 Fifth Avenue
New York, NY 10151
Ladies and Gentlemen:
We have acted as counsel to PRIMEDIA Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-4 of the
Company (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
proposed issuance by the Company of up to 52,600,000 shares of Common Stock, par
value $.01 per share ("Common Stock"). Pursuant to the Agreement and Plan of
Merger dated as of October 29, 2000 (the "Merger Agreement") by and between the
Company, Abracadabra Acquisition Corporation and About.com, Inc. ("About.com"),
Abracadabra Acquisition Corporation, a direct wholly owned subsidiary of the
Company will merge with and into About.com (the "Merger") and the Common Stock
will be issued in the Merger.
We have examined (i) the Merger Agreement and (ii) the Registration
Statement. We have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon the certificates of public
officials and of officers and representatives of the Company.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that (1) the Board of Directors of the
Company has authorized the issuance of the Common Stock in accordance with the
Merger Agreement, subject to the consent of the Company's stockholders, (2) the
stockholders of the Company have consented to the issuance of the Common Stock
in accordance with the Merger Agreement and (3) when the Common Stock shall have
been issued in accordance with the Merger Agreement upon consummation of the
Merger, the Common Stock will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we do not express any
opinion herein concerning any law other than the Delaware General Corporation
Law.
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
"Legal Matters" in the Joint Proxy Statement-Consent Solicitation-Prospectus
included in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
