<PAGE>
As filed with the Securities and Exchange Commission on January 4, 1999
Registration No. 333-59807
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ARCH COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4812 31-1236804
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>
1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-6700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
C. EDWARD BAKER, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ARCH COMMUNICATIONS, INC.
1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-6700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
EDWARD YOUNG, ESQ.
DAVID A. WESTENBERG, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 General 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 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 which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to Section 8(a), may determine.
----------------
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<PAGE>
This amendment is being filed for the sole purpose of amending Exhibit 5.1,
as previously filed with the Commission on December 22, 1998, at the request
of the staff of the Commission.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Arch's Restated Certificate of Incorporation provides that Arch will, to the
fullest extent permitted by the DGCL, indemnify all persons whom it has the
power to indemnify against all costs, expenses and liabilities incurred by
them by reason of having been officers or directors of Arch, any subsidiary of
Arch or any other corporation for which such persons acted as an officer or
director at the request of Arch.
Arch's Restated Certificate of Incorporation also provides that the
directors of Arch will not be personally liable for monetary damages to Arch
or its stockholders for any act or omission, provided that the foregoing shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to Arch or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
illegal dividends or stock redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. If the DGCL is amended to
permit further elimination or limitation of the personal liability of
directors, then the liability of a director of Arch shall be eliminated or
limited to the fullest extent permitted by the DGCL as so amended.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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2.1 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc. (1)
2.2 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group, Inc.,
Farm Team Corp., MobileMedia Corporation and MobileMedia
Communications, Inc. (1)
3.1 Restated Certificate of Incorporation. (2)
3.2 By-laws, as amended. (2)
4.1 Indenture, dated February 1, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 9 1/2%
Senior Notes due 2004 of Arch Communications, Inc. (2)
4.2 Indenture, dated December 15, 1994, between Arch Communications,
Inc. and United States Trust Company of New York, as Trustee,
relating to the 14% Senior Notes due 2004 of Arch Communications,
Inc. (3)
4.3 Indenture, dated June 29, 1998, between Arch Communications, Inc.
and U.S. Bank Trust National Association, as Trustee, relating to
the 12 3/4% Senior Notes due 2007 of Arch Communications, Inc. (4)
5.1** Opinion of Hale and Dorr LLP.
8.1 Tax Opinion of Hale and Dorr LLP. (8)
10.1 Exchange and Registration Rights Agreement, dated June 24, 1998,
among Arch Communications Group, Inc. and the Initial Purchasers.
10.2 Second Amended and Restated Credit Agreement (Tranche A and Tranche
C Facilities), dated June 29, 1998, among Arch Paging, Inc., the
Lenders party thereto, The Bank of New York, Royal Bank of Canada
and Toronto Dominion (Texas), Inc. (4)
10.3 Second Amended and Restated Credit Agreement (Tranche B Facility),
dated June 29, 1998, among Arch Paging, Inc., the Lenders party
thereto, The Bank of New York, Royal Bank of Canada and Toronto
Dominion (Texas), Inc. (4)
10.4 Asset Purchase and Sale Agreement, dated April 10, 1998, among
OmniAmerica, Inc. and certain subsidiaries of Arch Communications
Group, Inc. (4)
10.5 Letter agreement, dated June 10, 1998, between Arch Communications
Group, Inc. and Motorola, Inc. (4)(5)
</TABLE>
II-1
<PAGE>
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<C> <S>
10.6 Commitment Letter, dated as of August 18, 1998, by and among Arch
Paging, Inc. and The Bank of New York, BNY Capital Markets, Inc.,
Toronto Dominion (Texas) Inc., TD Securities (USA) Inc., Royal Bank
of Canada and Barclays Bank PLC amending the Second and Amended
Restated Credit Agreements, dated June 29, 1998 (Tranche A, B and C
Facilities). (1)
10.7 Bridge Commitment Letter, dated as of August 20, 1998, among Arch
Communications, Inc., Arch Communications Group, Inc., The Bear
Stearns Companies, Inc., The Bank of New York, TD Securities (USA)
Inc., and the Royal Bank of Canada. (1)
10.8 Purchase Agreement, dated June 24, 1998, among Arch Communications
Group, Inc. and the Initial Purchasers.
10.9 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc. (7)
10.10 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group Inc., Farm
Team Corp. and MobileMedia Communications, Inc. (7)
10.11 Second Amendment to Agreement and Plan of Merger, dated as of
December 1, 1998, by and among Arch Communications Group Inc., Farm
Team Corp. and MobileMedia Communications, Inc. (7)
10.12 Debtors' Third Amended Joint Plan of Reorganization, dated as of
December 1, 1998, included as Annex C to the Proxy
Statement/Prospectus which is a part of this Registration Statement.
(7)
21.1 Subsidiaries of the Registrant.
23.1** Consent of Hale and Dorr LLP (contained in its opinion filed as
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP. (8)
23.3 Consent of Ernst & Young LLP. (8)
23.4 Consent of Wilkinson, Barker, Knauer & Quinn, LLP. (8)
23.5 Consent of Wiley, Rein & Fielding (8)
24.1 Power of Attorney (included on signature page of the Registration
Statement).
25.1 Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of 1939 from U.S. Bank Trust National
Association.
27.1 Financial Data Schedule. (6)
99.1 Form of Letter of Transmittal and related documents. (8)
99.2 Forms of Notices of Guaranteed Delivery. (8)
</TABLE>
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** Filed herewith.
(1) Incorporated by reference from the Registration Statement on Form S-4
(File No. 333-62211) of Arch Communications Group, Inc.
(2) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-72646) of Arch Communications, Inc.
(3) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-85580) of Arch Communications, Inc.
(4) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated June 26, 1998.
(5) Portions of this exhibit so incorporated by reference have been accorded
confidential treatment.
(6) Incorporated by reference from the Quarterly Report on Form 10-Q of Arch
Communications, Inc. for the quarter ended September 30, 1998.
(7) Incorporated by reference from the Registration Statement on Form S-4
(File No. 333-63519) of Arch Communications Group, Inc.
(8) Previously filed.
(b) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts
II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registration is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Securities
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to the paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a post-
effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act or Rule 3-19
of this chapter if such financial statements and information are contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
II-3
<PAGE>
(c) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of a registrant 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 registrant 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 whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(e) The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Act.
(f) The undersigned registrant hereby undertakes 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
other 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.
(g) The undersigned registrant hereby undertakes 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westborough,
Commonwealth of Massachusetts on January 4, 1999.
ARCH COMMUNICATIONS, INC.
/s/ C. Edward Baker, Jr.
By: _________________________________
C. Edward Baker, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<S> <C>
/s/ C. Edward Baker, Jr. Chairman of the Board and January 4,
- ------------------------- Chief Executive Officer 1999
Director (principal executive officer)
/s/ J. Roy Pottle Executive Vice President and January 4,
- ------------------------- Chief Financial Officer 1999
(principal financial officer and
principal accounting officer)
/s/ * John B. Saynor Director January 4,
- ------------------------- 1999
/s/ * R. Schorr Berman Director January 4,
- ------------------------- 1999
/s/ * James S. Hughes Director January 4,
- ------------------------- 1999
/s/ * Allan L. Rayfield Director January 4,
- ------------------------- 1999
/s/ * John A. Shane Director Janaury 4,
- ------------------------- 1999
/s/ * John Kornreich Director January 4,
- ------------------------- 1999
/s/ Gerald J. Cimmino
*By:
- -------------------------
Gerald J. Cimmino
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc. (1)
2.2 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group, Inc.,
Farm Team Corp., MobileMedia Corporation and MobileMedia
Communications, Inc. (1)
3.1 Restated Certificate of Incorporation. (2)
3.2 By-laws, as amended. (2)
4.1 Indenture, dated February 1, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 9 1/2%
Senior Notes due 2004 of Arch Communications, Inc. (2)
4.2 Indenture, dated December 15, 1994, between Arch Communications,
Inc. and United States Trust Company of New York, as Trustee,
relating to the 14% Senior Notes due 2004 of Arch Communications,
Inc. (3)
4.3 Indenture, dated June 29, 1998, between Arch Communications, Inc.
and U.S. Bank Trust National Association, as Trustee, relating to
the 12 3/4% Senior Notes due 2007 of Arch Communications, Inc. (4)
5.1** Opinion of Hale and Dorr LLP.
8.1 Tax Opinion of Hale and Dorr LLP. (8)
10.1 Exchange and Registration Rights Agreement, dated June 24, 1998,
among Arch Communications Group, Inc. and the Initial Purchasers.
10.2 Second Amended and Restated Credit Agreement (Tranche A and Tranche
C Facilities), dated June 29, 1998, among Arch Paging, Inc., the
Lenders party thereto, The Bank of New York, Royal Bank of Canada
and Toronto Dominion (Texas), Inc. (4)
10.3 Second Amended and Restated Credit Agreement (Tranche B Facility),
dated June 29, 1998, among Arch Paging, Inc., the Lenders party
thereto, The Bank of New York, Royal Bank of Canada and Toronto
Dominion (Texas), Inc. (4)
10.4 Asset Purchase and Sale Agreement, dated April 10, 1998, among
OmniAmerica, Inc. and certain subsidiaries of Arch Communications
Group, Inc. (4)
10.5 Letter agreement, dated June 10, 1998, between Arch Communications
Group, Inc. and Motorola, Inc. (4)(5)
10.6 Commitment Letter, dated as of August 18, 1998, by and among Arch
Paging, Inc. and The Bank of New York, BNY Capital Markets, Inc.,
Toronto Dominion (Texas) Inc., TD Securities (USA) Inc., Royal Bank
of Canada and Barclays Bank PLC amending the Second and Amended
Restated Credit Agreements, dated June 29, 1998 (Tranche A, B and C
Facilities). (1)
10.7 Bridge Commitment Letter, dated as of August 20, 1998, among Arch
Communications, Inc., Arch Communications Group, Inc., The Bear
Stearns Companies, Inc., The Bank of New York, TD Securities (USA)
Inc., and the Royal Bank of Canada. (1)
10.8 Purchase Agreement, dated June 24, 1998, among Arch Communications
Group, Inc. and the Initial Purchasers.
10.9 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc.(7)
10.10 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group, Inc.,
Farm Team Corp. and MobileMedia Communications, Inc.(7)
</TABLE>
<PAGE>
<TABLE>
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10.11 Second Amendment to Agreement and Plan of Merger, dated as of
December 1, 1998, by and among Arch Communications Group, Inc., Farm
Team Corp. and MobileMedia Communications, Inc.(7)
10.12 Debtors' Third Amended Joint Plan of Reorganization, dated as of
December 1, 1998, included as Annex C to the Proxy
Statement/Prospectus which is part of this Registration
Statement.(7)
21.1 Subsidiaries of the Registrant.
23.1** Consent of Hale and Dorr LLP (contained in its opinion filed as
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.(8)
23.3 Consent of Ernst & Young LLP.(8)
23.4 Consent of Wilkinson, Barker, Knauer & Quinn, LLP.(8)
23.5 Consent of Wiley, Rein & Fielding(8)
24.1 Power of Attorney (included on signature page of the Registration
Statement).
25.1 Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of 1939 from U.S. Bank Trust National
Association.
27.1 Financial Data Schedule.(6)
99.1 Form of Letter of Transmittal and related documents.(8)
99.2 Forms of Notices of Guaranteed Delivery.(8)
</TABLE>
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** Filed herewith.
(1) Incorporated by reference from the Registration Statement on Form S-4
(File No. 333-62211) of Arch Communications Group, Inc.
(2) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-72646) of Arch Communications, Inc.
(3) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-85580) of Arch Communications, Inc.
(4) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated June 26, 1998.
(5) Portions of this exhibit so incorporated by reference have been accorded
confidential treatment.
(6) Incorporated by reference from the Quarterly Report on Form 10-Q of Arch
Communications, Inc. for the quarter ended September 30, 1998.
(7) Incorporated by reference from the Registration Statement on Form S-4
(File No. 333-63519) of Arch Communications Group, Inc.
(8) Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF HALE AND DORR LLP]
January 4, 1999
Arch Communications, Inc.
1800 West Park Drive, Suite 250
Westborough, MA 01581
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form S-
4 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of $130,000,000 in the aggregate principal amount of 12 3/4%
Senior Notes due 2007 (the "Notes") of Arch Communications, Inc., a Delaware
corporation (the "Company").
We have examined the form of the Notes, the Certificate of Incorporation and
By-Laws of the Company and all amendments thereto and have examined and relied
on the originals, or copies certified to our satisfaction, of such records of
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
We have not made an independent review of the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts,
the federal laws of the United States and the General Corporation Law statute
of the State of Delaware. Accordingly, we express no opinion herein with
respect to the laws of any state or jurisdiction other than the state laws of
the Commonwealth of Massachusetts, the federal laws of the United States and
the General Corporation Law statute of the State of Delaware. To the extent
that the laws of any other jurisdiction govern the transactions as to which we
are opining herein, we have assumed, with your permission, that such laws are
identical to state laws of the Commonwealth of Massachusetts, and we are
expressing no opinion herein as to whether such assumption is reasonable or
correct. For the purposes of this opinion, we have assumed that the facts and
law governing the performance by the respective parties of their respective
obligations under the Notes will be identical to the facts and law governing
such performance as of the date of this opinion.
Our opinion expressed below with respect to the Notes being binding
obligations of the Company is qualified to the extent that it may be subject
to or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other laws relating to or affecting the
rights of creditors generally; and (ii) to general principles of equity,
including concepts of materiality, reasonableness, good faith and fair
dealing, regardless or whether such binding nature is considered in a
proceeding in equity or at law.
We are expressing no opinion as to compliance by the Company with the so-
called "blue sky" or state securities laws (other than those of the
Commonwealth of Massachusetts) or as to any state or federal anti-fraud laws,
in connection with the issuance and sale of the Notes.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the
Notes, when issued against tender of the consideration therefor as
contemplated in the prospectus which forms part of the Registration Statement
(the "Prospectus"), will be valid and binding obligations of the Company and
enforceable against the Company in accordance with their terms.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions and is rendered as of the date hereof, and we disclaim
any obligation to advise you of any change in any of the foregoing sources of
law or subsequent developments in law or changes in facts or circumstances
which might affect any matters or opinions set forth herein. Please note that
we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares and Debentures while the Registration Statement
is in effect.
We hereby consent to the use of our name in the Registration Statement and
in the Prospectus under the caption "Legal Matters" and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
