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EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE CANADA SQUARE
LONDON E14 5DS
TEL: (020) 7519-7000
FAX: (020) 7519-7070
December 20, 2000
NTL Communications Corp.
110 East 59th Street
New York, NY 10022
Re: NTL Communications Corp.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to NTL Communications Corp., a
Delaware corporation (the "Company"), in connection with the public offering of
$500,000,000 aggregate principal amount of the Company's 117/8% Series B Senior
Notes due 2010 (the "New Notes"). The New Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") for a like principal amount of the issued
and outstanding 11 7/8% Senior Notes due 2010 of the Company (the "Old Notes"),
under the Indenture, dated as of October 2, 2000 (the "Indenture"), between the
Company and The Chase Manhattan Bank, as Trustee (the "Trustee"). The Exchange
Offer is being conducted in accordance with the Registration Rights Agreement,
dated as of October 2, 2000 (the "Registration Rights Agreement"), by and among
the Company and Morgan Stanley & Co. International Limited, Chase Securities
Inc., Goldman,
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NTL Communications Corp.
December 20, 2000
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Sachs & Co., Banc of America Securities LLC, BNP Paribas Securities Corp., CIBC
World Markets Corp. and The Royal Bank of Scotland plc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (Registration No. 333-48648), as filed by the Company with
the Securities and Exchange Commission (the "Commission") on October 27, 2000
under the Act and Amendment No. 1 thereto filed with the Commission on December
19, 2000 (as amended, the "Registration Statement"); (ii) an executed copy of
the Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv)
the Certificate of Incorporation of the Company, as currently in effect; (v)
the Restated By-Laws of the Company, as currently in effect; (vi) certain
resolutions adopted by the Board of Directors of the Company and the Finance
Committee of the Board of Directors of the Company relating to the Exchange
Offer, the issuances of the Old Notes and the New Notes, the Indenture, the
Registration Rights Agreement and related matters; and (vii) the form of the New
Notes and specimen certificates thereof. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all
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NTL Communications Corp.
December 20, 2000
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requisite action, corporate or other, and the due execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Our opinions set forth herein are limited to the Corporation Law of the
State of Delaware and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Exchange Offer and to
the extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-Opined on Law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the New Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and have been delivered upon
consummation of the Exchange Offer against receipt of Old Notes surrendered in
exchange therefor in accordance with the terms of the Exchange Offer, the New
Notes will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the New Notes do not
and will not violate, conflict with or constitute a default under any agreement
or instrument to which the Company or its properties is subject, except for
those agreements and instruments which have been identified to us by the
Company as being
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NTL Communications Corp.
December 20, 2000
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material to it and which are listed in Part IV of the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to Amendment No. 1 to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
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