<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1998
REGISTRATION NUMBER 333-45933
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
ALLBRITTON COMMUNICATIONS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 4833 74-180-3105
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
808 SEVENTEENTH STREET, N.W. SUITE 300 WASHINGTON, D.C. 20006-3903 (202) 789-
2130
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
LAWRENCE I. HEBERT
VICE CHAIRMAN & PRESIDENT
808 SEVENTEENTH STREET, N.W.
SUITE 300
WASHINGTON, D.C. 20006-3903
(202) 789-2130
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JERALD N. FRITZ, ESQ. MARILYN MOONEY, ESQ.
ALLBRITTON COMMUNICATIONS COMPANY FULBRIGHT & JAWORSKI L.L.P.
808 SEVENTEENTH STREET, N.W. 801 PENNSYLVANIA AVENUE, N.W.
SUITE 300 SUITE 400
WASHINGTON, D.C. 20006-3903 WASHINGTON, D.C. 20004-2604
(202) 789-2130 (202) 662-0200
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with Principal, Maturity and Interest Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<S> <C>
1. Purchase Agreement dated January 14, 1998 by and among ACC, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BancBoston Securities Inc. and CIBC Oppenheimer Corp.*
3.1 Certificate of Incorporation of ACC (Incorporated by reference to
Exhibit 3.1 of Company's Registration Statement on Form S-4, No. 333-
02302, dated March 12, 1996).
3.2 Bylaws of ACC (Incorporated by reference to Exhibit 3.2 of Registrant's
Registration Statement on Form S-4, No. 333-02302, dated March 12,
1996).
4.1 Indenture dated as of January 22, 1998 between ACC and State Street
Bank and Trust Company, as Trustee, relating to the Notes.*
4.2 Indenture dated as of February 6, 1996 between ACC and The First
National Bank of Boston, as Trustee, relating to 9 3/4% Senior
Subordinated Debentures due 2007 (Incorporated by reference to Exhibit
4.1 of Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996).
4.3 Form of 8 7/8% Series B Senior Subordinated Notes due 2008.*
4.4 Revolving Credit Agreement dated as of April 16, 1996 by and among
Allbritton Communications Company, certain Banks, and The First
National Bank of Boston, as agent (Incorporated by reference to Exhibit
4.4 of Company's Quarterly Report on Form 10-Q, No. 333-02302, dated
August 14, 1996).
4.5 Modification No. 1 dated as of June 19, 1996 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.5 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.6 Modification No. 2 dated as of December 20, 1996 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.6 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.7 Modification No. 3 dated as of May 14, 1997 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.7 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.8 Modification No. 4 dated as of September 30, 1997 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.8 of Company's Form
10-K, No. 333-02302, dated December 22, 1997).
5.1 Opinion of Fulbright & Jaworski L.L.P., as to the validity of the
Notes.
10.1 Registration Rights Agreement by and among ACC, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BancBoston
Securities Inc. and CIBC Oppenheimer dated January 22, 1998.*
10.2 Network Affiliation Agreement (Harrisburg Television, Inc.)
(Incorporated by reference to Exhibit 10.3 of Company's Pre-effective
Amendment No. 1 to Registration Statement on Form S-4, dated April 22,
1996).
10.3 Network Affiliation Agreement (First Charleston Corp.) (Incorporated by
reference to Exhibit 10.4 of Company's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22, 1996).
10.4 Network Affiliation Agreement (WSET, Incorporated) (Incorporated by
reference to Exhibit 10.5 of Company's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22, 1996).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.5 Network Affiliation Agreement (WJLA-TV) (Incorporated by reference to
Exhibit 10.6 of Company's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22, 1996).
10.6 Network Affiliation Agreement (KATV Television, Inc.) (Incorporated by
reference to Exhibit 10.7 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.7 Network Affiliation Agreement (KTUL Television, Inc.) (Incorporated by
reference to Exhibit 10.8 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.8 Network Affiliation Agreement (TV Alabama, Inc.) (Incorporated by
reference to Exhibit 10.9 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.9 Tax Sharing Agreement effective as of September 30, 1991 by and among
Perpetual Corporation, Inc., ACC and Allnewsco, Inc., as amended
(Incorporated by reference to Exhibit 10.9 of Company's Registration
Statement on Form S-4, No. 333-02302, dated March 12, 1996).
10.10 Time Brokerage Agreement dated as of December 21, 1995 by and between
RKZ Television, Inc. and ACC (Incorporated by reference to Exhibit
10.11 of Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996).
10.11 Option Agreement dated December 21, 1995 by and between ACC and RKZ
Television, Inc. (Incorporated by reference to Exhibit 10.12 of
Company's Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996).
10.12 Amendment dated May 2, 1996 by and among TV Alabama, Inc., RKZ
Television, Inc. and Osborn Communications Corporation to Option
Agreement dated December 21, 1995 by and between ACC and RKZ
Television, Inc. (Incorporated by reference to Exhibit 10.13 of
Company's Form 10-K, No. 333-02302, dated December 30, 1996).
10.13 Master Lease Finance Agreement dated as of August 10, 1994 between
BancBoston Leasing, Inc. and ACC, as amended (Incorporated by
reference to Exhibit 10.16 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996).
10.14 Amendment to Network Affiliation Agreement (TV Alabama, Inc.) dated
January 23, 1997 (Incorporated by reference to Exhibit 10.15 to the
Company's Form 10-Q, No. 333-02302, dated February 14, 1997).
10.15 Pledge of Membership Interests Agreement dated as of September 30,
1997 by and among ACC; KTUL, LLC; KATV, LLC; WCIV, LLC; and
BankBoston, N.A. as Agent (Incorporated by reference to Exhibit 10.16
of Company's Form 10-K, No. 333-02302, dated December 22, 1997).
12. Statement of Computation of Ratios.*
21. Subsidiaries of ACC.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24. Powers of Attorney.*
25. Statement of Form T-1 of Eligibility and Qualification under the Trust
Indenture Act of 1939 of State Street Bank and Trust Company, as
Trustee under the Indenture, relating to the 8 7/8% Series B Senior
Subordinated Notes due 2008.*
99.1 Letter of Transmittal.*
99.2 Notice of Guaranteed Delivery.*
</TABLE>
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*Previously filed.
II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first-class mail or equally prompt means. This
includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
WASHINGTON, D.C. ON FEBRUARY 23, 1998.
Allbritton Communications Company
(Registrant)
/s/ Henry D. Morneault
By ___________________________________
HENRY D. MORNEAULT
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
NAME TITLE DATE
/s/ Joe L. Allbritton Chairman, Principal
- ------------------------------------ Executive Officer February 23,
JOE L. ALLBRITTON* and Director 1998
/s/ Barbara B. Allbritton Vice President and
- ------------------------------------ Director February 23,
BARBARA B. ALLBRITTON* 1998
/s/ Robert L. Allbritton Executive Vice
- ------------------------------------ President, Chief February 23,
ROBERT L. ALLBRITTON* Operating Officer 1998
and Director
/s/ Lawrence I. Hebert Vice Chairman,
- ------------------------------------ President and February 23,
LAWRENCE I. HEBERT Director 1998
/s/ Frederick J. Ryan, Jr. Vice Chairman,
- ------------------------------------ Senior Vice February 23,
FREDERICK J. RYAN, JR.* President and 1998
Director
/s/ Henry D. Morneault Vice President and
- ------------------------------------ Chief Financial February 23,
HENRY D. MORNEAULT Officer 1998
/s/ Stephen P. Gibson Vice President and
- ------------------------------------ Principal February 23,
STEPHEN P. GIBSON Accounting Officer 1998
*BY ATTORNEY-IN-FACT
/s/ Jerald N. Fritz
- ------------------------------------
JERALD N. FRITZ
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1. Purchase Agreement dated January 14, 1998 by and among ACC, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BancBoston Securities Inc. and CIBC Oppenheimer Corp.*
3.1 Certificate of Incorporation of ACC (Incorporated by reference to
Exhibit 3.1 of Company's Registration Statement on Form S-4, No. 333-
02302, dated March 12, 1996).
3.2 Bylaws of ACC (Incorporated by reference to Exhibit 3.2 of
Registrant's Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996).
4.1 Indenture dated as of January 22, 1998 between ACC and State Street
Bank and Trust Company, as Trustee, relating to the Notes.*
4.2 Indenture dated as of February 6, 1996 between ACC and The First
National Bank of Boston, as Trustee, relating to 9 3/4% Senior
Subordinated Debentures due 2007 (Incorporated by reference to Exhibit
4.1 of Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996).
4.3 Form of 8 7/8% Series B Senior Subordinated Notes due 2008.*
4.4 Revolving Credit Agreement dated as of April 16, 1996 by and among
Allbritton Communications Company, certain Banks, and The First
National Bank of Boston, as agent (Incorporated by reference to
Exhibit 4.4 of Company's Quarterly Report on Form 10-Q, No. 333-02302,
dated August 14, 1996).
4.5 Modification No. 1 dated as of June 19, 1996 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.5 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.6 Modification No. 2 dated as of December 20, 1996 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.6 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.7 Modification No. 3 dated as of May 14, 1997 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.7 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated May 15, 1997).
4.8 Modification No. 4 dated as of September 30, 1997 to Revolving Credit
Agreement (Incorporated by reference to Exhibit 4.8 of Company's Form
10-K, No. 333-02302, dated December 22, 1997).
5.1 Opinion of Fulbright & Jaworski L.L.P., as to the validity of the
Notes.
10.1 Registration Rights Agreement by and among ACC, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BancBoston
Securities Inc. and CIBC Oppenheimer dated January 22, 1998.*
10.2 Network Affiliation Agreement (Harrisburg Television, Inc.)
(Incorporated by reference to Exhibit 10.3 of Company's Pre-effective
Amendment No. 1 to Registration Statement on Form S-4, dated April 22,
1996).
10.3 Network Affiliation Agreement (First Charleston Corp.) (Incorporated
by reference to Exhibit 10.4 of Company's Pre-effective Amendment No.
1 to Registration Statement on Form S-4, dated April 22, 1996).
10.4 Network Affiliation Agreement (WSET, Incorporated) (Incorporated by
reference to Exhibit 10.5 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.5 Network Affiliation Agreement (WJLA-TV) (Incorporated by reference to
Exhibit 10.6 of Company's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22, 1996).
10.6 Network Affiliation Agreement (KATV Television, Inc.) (Incorporated by
reference to Exhibit 10.7 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.7 Network Affiliation Agreement (KTUL Television, Inc.) (Incorporated by
reference to Exhibit 10.8 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.8 Network Affiliation Agreement (TV Alabama, Inc.) (Incorporated by
reference to Exhibit 10.9 of Company's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April 22, 1996).
10.9 Tax Sharing Agreement effective as of September 30, 1991 by and among
Perpetual Corporation, Inc., ACC and Allnewsco, Inc., as amended
(Incorporated by reference to Exhibit 10.9 of Company's Registration
Statement on Form S-4, No. 333-02302, dated March 12, 1996).
10.10 Time Brokerage Agreement dated as of December 21, 1995 by and between
RKZ Television, Inc. and ACC (Incorporated by reference to Exhibit
10.11 of Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996).
10.11 Option Agreement dated December 21, 1995 by and between ACC and RKZ
Television, Inc. (Incorporated by reference to Exhibit 10.12 of
Company's Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996).
10.12 Amendment dated May 2, 1996 by and among TV Alabama, Inc., RKZ
Television, Inc. and Osborn Communications Corporation to Option
Agreement dated December 21, 1995 by and between ACC and RKZ
Television, Inc. (Incorporated by reference to Exhibit 10.13 of
Company's Form 10-K, No. 333-02302, dated December 30, 1996).
10.13 Master Lease Finance Agreement dated as of August 10, 1994 between
BancBoston Leasing, Inc. and ACC, as amended (Incorporated by
reference to Exhibit 10.16 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996).
10.15 Amendment to Network Affiliation Agreement (TV Alabama, Inc.) dated
January 23, 1997 (Incorporated by reference to Exhibit 10.15 to the
Company's Form 10-Q, No. 333-02302, dated February 14, 1997).
10.16 Pledge of Membership Interests Agreement dated as of September 30,
1997 by and among ACC; KTUL, LLC; KATV, LLC; WCIV, LLC; and
BankBoston, N.A. as Agent (Incorporated by reference to Exhibit 10.16
of Company's Form 10-K, No. 333-02302, dated December 22, 1997).
12. Statement of Computation of Ratios.*
21. Subsidiaries of ACC.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24. Powers of Attorney.*
25. Statement of Form T-1 of Eligibility and Qualification under the Trust
Indenture Act of 1939 of State Street Bank and Trust Company, as
Trustee under the Indenture, relating to the 8 7/8% Series B Senior
Subordinated Notes due 2008.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
99.1 Letter of Transmittal.*
99.2 Notice of Guaranteed Delivery.*
</TABLE>
- --------
* Previously filed.
<PAGE>
EXHIBIT 5.1
FULBRIGHT & JAWORSHI L.L.P.
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2615
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
TELEPHONE: 202/662-0200 DALLAS
TELEX: 197471 NEW YORK
FACSIMILE: 202/662-4643 LOS ANGELES
LONDON
WRITER'S DIRECT DIAL NUMBER: ZURICH
202/662-4678 HONG KONG
February 23, 1998
Allbritton Communications Company
808 Seventeenth Street, N.W.
Suite 300
Washington, D.C. 20006
Ladies and Gentlemen:
At your request, we have examined or caused to be examined the Registration
Statement on Form S-4 (No. 333-45933) and the prospectus forming a part thereof
(the "Prospectus") filed by Allbritton Communications Company (the "Company")
with the Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to $150,000,000 aggregate
principal amount of the Company's 8 7/8% Series B Senior Subordinated Notes due
2008 (the "Exchange Notes") proposed to be issued under an Indenture dated as of
January 22, 1998 (the "Indenture"), between the Company and State Street Bank
and Trust Company, as trustee, in exchange for the Company's 8 7/8% Series A
Senior Subordinated Notes due 2008.
We understand that the Exchange Notes will be sold as set forth in the
Registration Statement, the Prospectus and the Letter of Transmittal set forth
as an exhibit to the Registration Statement. We have examined the Indenture
which is included as an exhibit to the Registration Statement. We have also
examined, or caused to be examined, such further instruments, documents and
records which we have deemed relevant and necessary as the basis of our opinion.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Exchange Notes have
been duly and validly authorized for issuance by the Company, and, when duly
executed and authenticated in accordance with the terms of the Indenture and
delivered as contemplated in the Prospectus, the Exchange Notes will be legal,
valid
<PAGE>
Allbritton Communications Company
February 23, 1998
Page 2
and binding obligations of the Company, enforceable in accordance with their
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to
or limiting the rights of creditors generally.
We consent to the use of this opinion as an exhibit to the Registration
Statement and of our name under the caption "Legal Matters" in the Registration
Statement.
Very truly yours,
/S/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
