-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWl6rAnf8YZQ22bjFbXXKa9JNousuBgRpOiUaSsRFGrcP71BfJ/+lo2ArL1C+lsD 6fziYGNPpN6IAMFQIKJPNQ== 0001193125-10-136159.txt : 20100609 0001193125-10-136159.hdr.sgml : 20100609 20100609171502 ACCESSION NUMBER: 0001193125-10-136159 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY NEWSPAPERS INC CENTRAL INDEX KEY: 0000822043 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 940666175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-08 FILM NUMBER: 10887828 BUSINESS ADDRESS: STREET 1: 2100 Q ST STREET 2: PO BOX 15779 CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9163211828 MAIL ADDRESS: STREET 1: PO BOX 15779 STREET 2: 2100 Q ST CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY CO CENTRAL INDEX KEY: 0001056087 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 522080478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0705 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345 FILM NUMBER: 10887824 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95852 BUSINESS PHONE: 9163211846 MAIL ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816-6899 FORMER COMPANY: FORMER CONFORMED NAME: MNI NEWCO INC DATE OF NAME CHANGE: 19980218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: State Media Co CENTRAL INDEX KEY: 0001493282 IRS NUMBER: 570477517 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-13 FILM NUMBER: 10887833 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Quad County Publishing, Inc. CENTRAL INDEX KEY: 0001493283 IRS NUMBER: 371225856 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-02 FILM NUMBER: 10887839 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nor-Tex Publishing, Inc. CENTRAL INDEX KEY: 0001493284 IRS NUMBER: 751109443 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-05 FILM NUMBER: 10887825 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Management Services, Inc. CENTRAL INDEX KEY: 0001493285 IRS NUMBER: 522360846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-22 FILM NUMBER: 10887845 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mail Advertising Corp CENTRAL INDEX KEY: 0001493286 IRS NUMBER: 752588187 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-26 FILM NUMBER: 10887851 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lees Summit Journal, Inc CENTRAL INDEX KEY: 0001493287 IRS NUMBER: 440534462 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-29 FILM NUMBER: 10887854 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HLB Newspapers, Inc. CENTRAL INDEX KEY: 0001493288 IRS NUMBER: 431675371 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-33 FILM NUMBER: 10887858 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cass County Publishing Co CENTRAL INDEX KEY: 0001493290 IRS NUMBER: 430891076 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-39 FILM NUMBER: 10887864 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Belton Publishing Company, Inc. CENTRAL INDEX KEY: 0001493291 IRS NUMBER: 431412853 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-41 FILM NUMBER: 10887866 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aboard Publishing, Inc. CENTRAL INDEX KEY: 0001493346 IRS NUMBER: 651051606 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-44 FILM NUMBER: 10887850 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Daily News, Inc. CENTRAL INDEX KEY: 0001493347 IRS NUMBER: 920071348 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-43 FILM NUMBER: 10887868 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bellingham Herald Publishing, LLC CENTRAL INDEX KEY: 0001493348 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-42 FILM NUMBER: 10887867 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Biscayne Bay Publishing, Inc. CENTRAL INDEX KEY: 0001493349 IRS NUMBER: 651051521 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-40 FILM NUMBER: 10887865 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bradenton Herald, Inc. CENTRAL INDEX KEY: 0001493350 IRS NUMBER: 591487839 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-16 FILM NUMBER: 10887835 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charlotte Observer Publishing Co CENTRAL INDEX KEY: 0001493351 IRS NUMBER: 560612746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-15 FILM NUMBER: 10887849 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbus Ledger-Enquirer, Inc. CENTRAL INDEX KEY: 0001493352 IRS NUMBER: 580376130 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-38 FILM NUMBER: 10887863 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cypress Media, Inc. CENTRAL INDEX KEY: 0001493353 IRS NUMBER: 370742453 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-37 FILM NUMBER: 10887862 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cypress Media, LLC CENTRAL INDEX KEY: 0001493354 IRS NUMBER: 650764225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-36 FILM NUMBER: 10887861 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: East Coast Newspapers, Inc. CENTRAL INDEX KEY: 0001493355 IRS NUMBER: 680201685 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-35 FILM NUMBER: 10887860 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gulf Publishing Company, Inc. CENTRAL INDEX KEY: 0001493356 IRS NUMBER: 640469077 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-34 FILM NUMBER: 10887859 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Idaho Statesman Publishing, LLC CENTRAL INDEX KEY: 0001493357 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-32 FILM NUMBER: 10887857 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keltatim Publishing Company, Inc. CENTRAL INDEX KEY: 0001493358 IRS NUMBER: 481161908 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-31 FILM NUMBER: 10887856 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keynoter Publishing Company, Inc CENTRAL INDEX KEY: 0001493359 IRS NUMBER: 590789679 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-30 FILM NUMBER: 10887855 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lexington H-L Services, Inc. CENTRAL INDEX KEY: 0001493360 IRS NUMBER: 611353956 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-28 FILM NUMBER: 10887853 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Macon Telegraph Publishing Co CENTRAL INDEX KEY: 0001493361 IRS NUMBER: 580333650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-27 FILM NUMBER: 10887852 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Interactive LLC CENTRAL INDEX KEY: 0001493362 IRS NUMBER: 522360845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-25 FILM NUMBER: 10887848 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Interactive West CENTRAL INDEX KEY: 0001493363 IRS NUMBER: 650683075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-24 FILM NUMBER: 10887847 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Investment Co CENTRAL INDEX KEY: 0001493364 IRS NUMBER: 510274877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-23 FILM NUMBER: 10887846 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy U.S.A., Inc. CENTRAL INDEX KEY: 0001493365 IRS NUMBER: 650732197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-21 FILM NUMBER: 10887844 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Miami Herald Media Co CENTRAL INDEX KEY: 0001493366 IRS NUMBER: 380723657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-20 FILM NUMBER: 10887843 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: News & Observer Publishing Co CENTRAL INDEX KEY: 0001493367 IRS NUMBER: 560338580 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-14 FILM NUMBER: 10887834 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nittany Printing & Publishing Co CENTRAL INDEX KEY: 0001493368 IRS NUMBER: 240676050 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-07 FILM NUMBER: 10887827 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympian Publishing, LLC CENTRAL INDEX KEY: 0001493369 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-06 FILM NUMBER: 10887826 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympic-Cascade Publishing, Inc. CENTRAL INDEX KEY: 0001493370 IRS NUMBER: 680098889 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-04 FILM NUMBER: 10887841 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Northwest Publishing Company, Inc. CENTRAL INDEX KEY: 0001493371 IRS NUMBER: 590184700 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-03 FILM NUMBER: 10887840 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Luis Obispo Tribune, LLC CENTRAL INDEX KEY: 0001493372 IRS NUMBER: 205001401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-01 FILM NUMBER: 10887838 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Star-Telegram, Inc. CENTRAL INDEX KEY: 0001493373 IRS NUMBER: 223148254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-18 FILM NUMBER: 10887837 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sun Publishing Company, Inc. CENTRAL INDEX KEY: 0001493374 IRS NUMBER: 570564988 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-12 FILM NUMBER: 10887832 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tacoma News, Inc. CENTRAL INDEX KEY: 0001493375 IRS NUMBER: 680099037 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-17 FILM NUMBER: 10887836 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Newsprint Co CENTRAL INDEX KEY: 0001493376 IRS NUMBER: 870415831 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-11 FILM NUMBER: 10887831 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wichita Eagle & Beacon Publishing Company, Inc. CENTRAL INDEX KEY: 0001493377 IRS NUMBER: 480571718 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-10 FILM NUMBER: 10887830 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wingate Paper Co CENTRAL INDEX KEY: 0001493378 IRS NUMBER: 680068249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-09 FILM NUMBER: 10887829 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Newsprint Ventures, Inc. CENTRAL INDEX KEY: 0001493422 IRS NUMBER: 680041100 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-19 FILM NUMBER: 10887842 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 S-4/A 1 ds4a.htm AMENDMENT NO.1 TO FORM S-4 Amendment No.1 to Form S-4

As filed with the Securities and Exchange Commission on June 9, 2010

Registration No. 333-167345

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

THE MCCLATCHY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2711   52-2080478

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Karole Morgan-Prager, Esq.

Corporate Secretary and General Counsel

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

(916) 321-1828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Katharine A. Martin, Esq.

Michael A. Occhiolini, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

 

 

(Exact name of additional registrant as specified in its charter)

 

(State or other jurisdiction of

incorporation or formation)

   (Primary Standard
Industrial  Classification
Code)
   (I.R.S. Employer
Identification  Number)

Aboard Publishing, Inc.

  Florida    2711    65-1051606

Anchorage Daily News, Inc.

  Alaska    2711    92-0071348

Bellingham Herald Publishing, LLC

  Delaware    2711    59-0184700

Belton Publishing Company, Inc.

  Missouri    2711    43-1412853

Biscayne Bay Publishing, Inc.

  Florida    2711    65-1051521

Cass County Publishing Company

  Missouri    2711    43-0891076

Columbus Ledger-Enquirer, Inc.

  Georgia    2711    58-0376130

Cypress Media, Inc.

  New York    2711    37-0742453

Cypress Media, LLC

  Delaware    2711    65-0764225

East Coast Newspapers, Inc.

  South Carolina    2711    68-0201685

Gulf Publishing Company, Inc.

  Mississippi    2711    64-0469077

HLB Newspapers, Inc.

  Missouri    2711    43-1675371

Idaho Statesman Publishing, LLC

  Delaware    2711    59-0184700

Keltatim Publishing Company, Inc.

  Kansas    2711    48-1161908

Keynoter Publishing Company, Inc.

  Florida    2711    59-0789679

Lee’s Summit Journal, Incorporated

  Missouri    2711    44-0534462

Lexington H-L Services, Inc.

  Kentucky    2711    61-1353956

Macon Telegraph Publishing Company

  Georgia    2711    58-0333650

Mail Advertising Corporation

  Texas    2711    75-2588187

McClatchy Interactive LLC

  Delaware    2711    52-2360845

McClatchy Interactive West

  Delaware    2711    65-0683075

McClatchy Investment Company

  Delaware    2711    51-0274877

McClatchy Management Services, Inc.

  Delaware    2711    52-2360846

McClatchy Newspapers, Inc.

  Delaware    2711    94-0666175

McClatchy U.S.A., Inc.

  Delaware    2711    65-0732197

Miami Herald Media Company

  Delaware    2711    38-0723657

Newsprint Ventures, Inc.

  California    2711    68-0041100

Nittany Printing and Publishing Company

  Pennsylvania    2711    24-0676050

Nor-Tex Publishing, Inc.

  Texas    2711    75-1109443

Olympian Publishing, LLC

  Delaware    2711    59-0184700

Olympic-Cascade Publishing, Inc.

  Washington    2711    68-0098889

Pacific Northwest Publishing Company, Inc.

  Florida    2711    59-0184700

Quad County Publishing, Inc.

  Illinois    2711    37-1225856

San Luis Obispo Tribune, LLC

  Delaware    2711    20-5001401

Star-Telegram, Inc.

  Delaware    2711    22-3148254

Tacoma News, Inc.

  Washington    2711    68-0099037

The Bradenton Herald, Inc.

  Florida    2711    59-1487839

The Charlotte Observer Publishing Company

  Delaware    2711    56-0612746

The News and Observer Publishing Company

  North Carolina    2711    56-0338580

The State Media Company

  South Carolina    2711    57-0477517

The Sun Publishing Company, Inc.

  South Carolina    2711    57-0564988

Tribune Newsprint Company

  Utah    2711    87-0415831

Wichita Eagle and Beacon Publishing Company, Inc.

  Kansas    2711    48-0571718

Wingate Paper Company

  Delaware    2711    68-0068249
       

(Address, including zip code, and telephone number, including area code, of each additional Registrant’s principal executive offices)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

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 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.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

¨   Large accelerated filer    x   Accelerated filer
¨   Non-accelerated filer (Do not check if a smaller reporting company)    ¨   Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

¨  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

CALCULATION OF REGISTRATION FEE

 

 
Title of Each Class of Securities to be Registered  

Amount to be

Registered

 

Proposed Maximum

Offering Price

Per Unit(1)

 

Proposed Maximum

Aggregate Offering

Price(1)

 

Amount of

Registration

Fee(1)

11.50% Senior Secured Notes due 2017

  $875,000,000   100%   $875,000,000   $62,387.50(4)

Guarantees of 11.50% Senior Secured Notes due 2017(2)

  — (3)   — (3)   — (3)   — (3)
 
 
(1) Represents the maximum principal amount at maturity of 11.50% Senior Secured Notes due 2017 that may be issued pursuant to the exchange offer described in this registration statement. The statement fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(2) The guarantors are U.S. wholly-owned subsidiaries of The McClatchy Company and have guaranteed the notes being registered.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.
(4) Previously paid.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants 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 Commission acting pursuant to said Section 8(a) may determine.


Explanatory Note

This Amendment No. 1 is being filed for the purpose of filing Exhibits 5.2.1, 5.2.2, 5.2.4, 5.2.5, 5.2.6, 5.2.7, 5.2.8, 5.2.9, 5.2.10, 5.2.11 and 5.2.12 to the Registration Statement (Commission File No. 333-167345). No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 20 or 22 of Part II of the Registration Statement.


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 20. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

Article Seventh of the registrant’s Restated Certificate of Incorporation provides for the indemnification of directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant 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 General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant’s Restated Certificate of Incorporation, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The general effect of Section 145 of the General Corporation Law of the State of Delaware, the registrant’s charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

There is no litigation pending or, to the best of the registrant’s knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

 

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:

 

Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.1    Restated Certificate of Incorporation of The McClatchy Company    Incorporated by reference from
Exhibit 3.1 to the registrant’s

Quarterly Report on Form 10-Q

filed July 27, 2006

3.1.2    Articles of Incorporation of Aboard Publishing, Inc.    Previously filed
3.1.3    Articles of Incorporation of Anchorage Daily News, Inc.    Previously filed
3.1.4    Certificate of Formation of Bellingham Herald Publishing, LLC    Previously filed
3.1.5    Articles of Incorporation of Belton Publishing Company, Inc.    Previously filed
3.1.6    Articles of Incorporation of Biscayne Bay Publishing, Inc.    Previously filed
3.1.7    Articles of Incorporation of Cass County Publishing Company    Previously filed

 

II-1


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.8    Articles of Incorporation of Columbus Ledger-Enquirer, Inc.    Previously filed
3.1.9    Certificate of Incorporation of Cypress Media, Inc.    Previously filed
3.1.10    Certificate of Formation of Cypress Media, LLC    Previously filed
3.1.11    Articles of Incorporation of East Coast Newspapers, Inc.    Previously filed
3.1.12    Articles of Incorporation of Gulf Publishing Company, Inc.    Previously filed
3.1.13    Articles of Incorporation of HLB Newspapers, Inc.    Previously filed
3.1.14    Certificate of Formation of Idaho Statesman Publishing, LLC    Previously filed
3.1.15    Articles of Incorporation of Keltatim Publishing Company, Inc.    Previously filed
3.1.16    Certificate of Incorporation of Keynoter Publishing Company, Inc.    Previously filed
3.1.17    Articles of Incorporation of Lee’s Summit Journal, Incorporated    Previously filed
3.1.18    Articles of Incorporation of Lexington H-L Services, Inc.    Previously filed
3.1.19    Articles of Incorporation of Macon Telegraph Publishing Company    Previously filed
3.1.20    Articles of Incorporation of Mail Advertising Corporation    Previously filed
3.1.21    Certificate of Formation of McClatchy Interactive LLC    Previously filed
3.1.22    Certificate of Incorporation of McClatchy Interactive West    Previously filed
3.1.23    Certificate of Incorporation of McClatchy Investment Company    Previously filed
3.1.24    Certificate of Incorporation of McClatchy Management Services, Inc.    Previously filed
3.1.25    Certificate of Incorporation of McClatchy Newspapers, Inc.    Previously filed
3.1.26    Certificate of Incorporation of McClatchy U.S.A., Inc.    Previously filed
3.1.27    Certificate of Incorporation of Miami Herald Media Company    Previously filed
3.1.28    Articles of Incorporation of Newsprint Ventures, Inc.    Previously filed
3.1.29    Articles of Incorporation of Nittany Printing and Publishing Company    Previously filed
3.1.30    Articles of Incorporation of Nor-Tex Publishing, Inc.    Previously filed
3.1.31    Certificate of Formation of Olympian Publishing, LLC    Previously filed
3.1.32    Articles of Incorporation of Olympic-Cascade Publishing, Inc.    Previously filed
3.1.33    Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.    Previously filed
3.1.34    Articles of Incorporation of Quad County Publishing, Inc.    Previously filed
3.1.35    Certificate of Formation of San Luis Obispo Tribune, LLC    Previously filed
3.1.36    Certificate of Incorporation of Star-Telegram, Inc.    Previously filed
3.1.37    Articles of Incorporation of Tacoma News, Inc.    Previously filed
3.1.38    Articles of Incorporation of The Bradenton Herald, Inc.    Previously filed

 

II-2


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.39    Certificate of Incorporation of The Charlotte Observer Publishing Company    Previously filed
3.1.40    Articles of Incorporation of The News and Observer Publishing Company    Previously filed
3.1.41    Certificate of Incorporation of The State Media Company    Previously filed
3.1.42    Articles of Incorporation of The Sun Publishing Company, Inc.    Previously filed
3.1.43    Articles of Incorporation of Tribune Newsprint Company    Previously filed
3.1.44    Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.    Previously filed
3.1.45    Certificate of Incorporation of Wingate Paper Company    Previously filed
3.2.1    Amended and Restated Bylaws of The McClatchy Company    Incorporated by reference from
Exhibit 3.2 to the registrant’s
Current Report on Form 8-K
filed June 28, 2006
3.2.2    Bylaws of Aboard Publishing, Inc.    Previously filed
3.2.3    Bylaws of Anchorage Daily News, Inc.    Previously filed
3.2.4    Limited Liability Company Agreement of Bellingham Herald Publishing, LLC    Previously filed
3.2.5    Amended and Restated Bylaws of Belton Publishing Company, Inc.    Previously filed
3.2.6    Bylaws of Biscayne Bay Publishing, Inc.    Previously filed
3.2.7    Amended and Restated Bylaws of Cass County Publishing Company    Previously filed
3.2.8    Bylaws of Columbus Ledger-Enquirer, Inc.    Previously filed
3.2.9    Amended and Restated Bylaws of Cypress Media, Inc.    Previously filed
3.2.10    Limited Liability Company Agreement of Cypress Media, LLC    Previously filed
3.2.11    Bylaws of East Coast Newspapers, Inc.    Previously filed
3.2.12    Bylaws of Gulf Publishing Company, Inc.    Previously filed
3.2.13    Amended and Restated Bylaws of HLB Newspapers, Inc.    Previously filed
3.2.14    Limited Liability Company Agreement of Idaho Statesman Publishing, LLC    Previously filed
3.2.15    Bylaws of Keltatim Publishing Company, Inc.    Previously filed
3.2.16    Bylaws of Keynoter Publishing Company, Inc.    Previously filed
3.2.17    Bylaws of Lee’s Summit Journal, Incorporated    Previously filed
3.2.18    Amended and Restated Bylaws of Lexington H-L Services, Inc.    Previously filed
3.2.19    Bylaws of Macon Telegraph Publishing Company    Previously filed
3.2.20    Amended and Restated Bylaws of Mail Advertising Corporation    Previously filed
3.2.21    Limited Liability Company Operating Agreement of McClatchy Interactive LLC    Previously filed
3.2.22    Bylaws of McClatchy Interactive West    Previously filed

 

II-3


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.2.23    Bylaws of McClatchy Investment Company    Previously filed
3.2.24    Bylaws of McClatchy Management Services, Inc.    Previously filed
3.2.25    Bylaws of McClatchy Newspapers, Inc.    Previously filed
3.2.26    Bylaws of McClatchy U.S.A., Inc.    Previously filed
3.2.27    Bylaws of Miami Herald Media Company    Previously filed
3.2.28    Bylaws of Newsprint Ventures, Inc.    Previously filed
3.2.29    Bylaws of Nittany Printing and Publishing Company    Previously filed
3.2.30    Bylaws of Nor-Tex Publishing, Inc.    Previously filed
3.2.31    Limited Liability Company Agreement of Olympian Publishing, LLC    Previously filed
3.2.32    Bylaws of Olympic-Cascade Publishing, Inc.    Previously filed
3.2.33    Bylaws of Pacific Northwest Publishing Company, Inc.    Previously filed
3.2.34    Bylaws of Quad County Publishing, Inc.    Previously filed
3.2.35    Operating Agreement of San Luis Obispo Tribune, LLC    Previously filed
3.2.36    Bylaws of Star-Telegram, Inc.    Previously filed
3.2.37    Bylaws of Tacoma News, Inc.    Previously filed
3.2.38    Bylaws of The Bradenton Herald, Inc.    Previously filed
3.2.39    Bylaws of The Charlotte Observer Publishing Company    Previously filed
3.2.40    Bylaws of The News and Observer Publishing Company    Previously filed
3.2.41    Amended and Restated Bylaws of The State Media Company    Previously filed
3.2.42    Bylaws of The Sun Publishing Company, Inc.    Previously filed
3.2.43    Bylaws of Tribune Newsprint Company    Previously filed
3.2.44    Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.    Previously filed
3.2.45    Bylaws of Wingate Paper Company    Previously filed
4.1    Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee    Incorporated by reference from
Exhibit 4.1 to the registrant’s
Current Report on Form 8-K
filed February 17, 2010
4.2    Form of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.3    Form of Guaranty of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.4    Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers    Incorporated by reference from
Exhibit 4.2 to the registrant’s
Current Report on Form 8-K
filed February 17, 2010
5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby    Previously filed
5.2.1    Opinion of Davis Wright Termaine LLP    Contained herein
5.2.2    Opinion of Holland & Knight LLP    Contained herein
5.2.3    Opinion of Carlton Fields, P.A.    To be filed by amendment
5.2.4    Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)    Contained herein
5.2.5    Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.    Contained herein
5.2.6    Opinion of Stoll Keenon Ogden PLLC    Contained herein
5.2.7    Opinion of Watkins Ludlam Winter & Stennis, P.A.    Contained herein
5.2.8    Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)    Contained herein
5.2.9    Opinion of McGuire Woods LLP    Contained herein
5.2.10    Opinion of Eisenstein & Bower, LLP    Contained herein
5.2.11    Opinion of Wyche, Burgess, Freeman & Parham, P.A.    Contained herein
5.2.12    Opinion of Holland & Hart LLP    Contained herein

 

II-4


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

10.1    Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent    Previously filed
10.4    First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto    Previously filed
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges    Previously filed
23.1    Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm    Previously filed
23.2    Consent of WSGR    Contained in Exhibit 5.1
24.1    Power of Attorney (see page II-17 of the original filing of this Form S-4)    Previously filed
25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture    Previously filed
99.1    Form of Letter of Transmittal    Previously filed
99.2    Form of Notice of Guaranteed Delivery    Previously filed
99.3    Form of Letter to Clients    Previously filed
99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees    Previously filed
99.5    Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9    Previously filed

(b) Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

 

Item 22. Undertakings

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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 the 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

 

II-5


matter has been settled by the 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.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 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.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.

 

II-6


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on the 9th day of June, 2010.

 

THE MCCLATCHY COMPANY
By:   /S/    GARY B. PRUITT        
Name:   Gary B. Pruitt
Title:   Chairman, President and Chief Executive Officer

 

II-7


Co-Registrants
EAST COAST NEWSPAPERS, INC.
CYPRESS MEDIA, INC.
MCCLATCHY INVESTMENT COMPANY
MCCLATCHY NEWSPAPERS, INC.
MCCLATCHY U.S.A., INC.
NEWSPRINT VENTURES, INC.

PACIFIC NORTHWEST PUBLISHING COMPANY, INC.

TRIBUNE NEWSPRINT COMPANY
WINGATE PAPER COMPANY
By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President and Assistant Secretary

(Principal Financial and Accounting Officer)

THE NEWS AND OBSERVER PUBLISHING COMPANY

By:  

*

Name:   Gary B. Pruitt
Title:   Chairman of the Board (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

 

II-8


ABOARD PUBLISHING, INC.
BISCAYNE BAY PUBLISHING, INC.
KEYNOTER PUBLISHING COMPANY, INC.
MIAMI HERALD MEDIA COMPANY
By:  

*

Name:   David Landsberg
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
ANCHORAGE DAILY NEWS, INC.
By:  

*

Name:   J. Patrick Doyle
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
BELTON PUBLISHING COMPANY, INC.
CASS COUNTY PUBLISHING COMPANY
LEE’S SUMMIT JOURNAL, INCORPORATED
By:  

*

Name:   Mark Zieman
Title:   President (Principal Executive Officer)

 

II-9


By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

COLUMBUS LEDGER-ENQUIRER, INC.
By:  

*

Name:   Valerie Canepa
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

GULF PUBLISHING COMPANY, INC.
By:  

*

Name:   Glen Nardi
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

 

II-10


HLB NEWSPAPERS, INC.
By:  

*

Name:   Robert Weil
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

MAIL ADVERTISING CORPORATION

NOR-TEX PUBLISHING, INC.

STAR-TELEGRAM, INC.

By:  

*

Name:   Gary Wortel
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

KELTATIM PUBLISHING COMPANY, INC.

WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.

By:  

*

Name:   Skip Hidlay
Title:   President and Publisher (Principal Executive Officer)

 

II-11


By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
LEXINGTON H-L SERVICES, INC.
By:  

*

Name:   Timothy Kelly
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MACON TELEGRAPH PUBLISHING COMPANY
By:  

*

Name:   George McCanless
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE WEST
By:  

*

Name:   Chris Hendricks
Title:   President (Principal Executive Officer)

 

II-12


By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
NITTANY PRINTING AND PUBLISHING     COMPANY
By:  

*

Name:   Susan Leath
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
OLYMPIC-CASCADE PUBLISHING, INC.
By:  

*

Name:   George LeMasurier
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
TACOMA NEWS, INC.
By:  

*

Name:   David Zeeck
Title:   President and Publisher (Principal Executive Officer)

 

II-13


By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President and Assistant Secretary (Principal Financial and Accounting Officer)
THE BRADENTON HERALD, INC.
By:  

*

Name:   Robert G. Turner
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

THE CHARLOTTE OBSERVER PUBLISHING

    COMPANY

By:  

*

Name:   Ann Caulkins
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE STATE MEDIA COMPANY
By:  

*

Name:   Henry Haitz
Title:   President and Publisher (Principal Executive Officer)

 

II-14


By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE SUN PUBLISHING COMPANY, INC.
By:  

*

Name:   Pamela Browning
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE LLC

MCCLATCHY MANAGEMENT SERVICES, INC.

QUAD COUNTY PUBLISHING, INC.

By:  

*

Name:   Patrick J. Talamantes
Title:   President, Assistant Secretary and Assistant Treasurer (Principal Executive Officer)
By:  

*

Name:   Elaine Lintecum
Title:   Treasurer (Principal Financial and Accounting Officer)

BELLINGHAM HERALD PUBLISHING, LLC

IDAHO STATESMAN PUBLISHING, LLC

OLYMPIAN PUBLISHING, LLC

By:   PACIFIC Northwest Publishing Company, Inc., their Sole Member
By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)

 

II-15


By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
CYPRESS MEDIA, LLC
By:  

CYPRESS Media, Inc.,

its Sole Member

By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
SAN LUIS OBISPO TRIBUNE, LLC
By:  

The McClatchy Company,

its Sole Member

By:  

*

Name:   Gary B. Pruitt
Title:   Chairman, President and Chief Executive Officer (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
By:  

*

Name:   Hai Nguyen
Title:   Controller (Principal Accounting Officer)
*By:  

/S/    GARY B. PRUITT        

  Gary B. Pruitt
  Attorney-in-fact

 

II-16


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/    GARY B. PRUITT        

Gary B. Pruitt (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)

  

Chairman, President and Chief Executive Officer (Principal Executive Officer)

  June 9, 2010

/S/    PATRICK J. TALAMANTES        

Patrick J. Talamantes (1) (3) (4) (5) (7) (8) (9) (13)

  

Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

  June 9, 2010

*

Hai Nguyen

  

Controller (Principal Accounting Officer)

  June 9, 2010

*

Elizabeth Ballantine

  

Director

  June 9, 2010

*

Leroy Barnes, Jr.

  

Director

  June 9, 2010

*

Molly Maloney Evangelisti

  

Director

  June 9, 2010

*

Kathleen Foley Feldstein

  

Director

  June 9, 2010

*

R. Larry Jinks

  

Director

  June 9, 2010

 

Brown McClatchy Maloney

  

Director

 

*

Kevin S. McClatchy

  

Director

  June 9, 2010

*

William McClatchy

  

Director

  June 9, 2010

*

Theodore R. Mitchell

  

Director

  June 9, 2010

*

S. Donley Ritchey

  

Director

  June 9, 2010

 

II-17


Signature

  

Title

 

Date

 

Frederick R. Ruiz

  

Director

 

*

Frank Whittaker (1) (4) (6) (9) (10) (11)

  

Director, certain of the Co-Registrants listed above

  June 9, 2010

*

Robert Weil (2) (3) (4) (6) (9) (10)

  

Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of HLB Newspapers, Inc.

  June 9, 2010

*

Karole Morgan-Prager (5) (9) (10) (11)

  

Director, certain of the Co-Registrants listed above

  June 9, 2010

*

Chris Hendricks (7)

  

Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of McClatchy Interactive West

  June 9, 2010

*

David Landsberg

  

President (Principal Executive Officer), certain of the Co-Registrants listed above

  June 9, 2010

*

J. Patrick Doyle

  

President (Principal Executive Officer), Anchorage Daily News, Inc.

  June 9, 2010

*

Mark Zieman

  

President (Principal Executive Officer), certain of the Co-Registrants listed above

  June 9, 2010

*

Valerie Canepa

  

President and Publisher (Principal Executive Officer), Columbus Ledger-Enquirer, Inc.

  June 9, 2010

*

Glen Nardi

  

President and Publisher (Principal Executive Officer), Gulf Publishing Company, Inc.

  June 9, 2010

*

Gary Wortel

  

President (Principal Executive Officer), certain of the Co-Registrants listed above

  June 9, 2010

*

Skip Hidlay

  

President and Publisher (Principal Executive Officer), certain of the Co-Registrants listed above

  June 9, 2010

*

Timothy Kelly

  

President and Publisher (Principal Executive Officer), Lexington H-L Services, Inc.

  June 9, 2010

*

George McCanless

  

President and Publisher (Principal Executive Officer), Macon Telegraph Publishing Company

  June 9,2010

*

Susan Leath

  

President and Publisher (Principal Executive Officer), Nittany Printing and Publishing Company

  June 9, 2010

*

George LeMasurier

  

President (Principal Executive Officer), Olympic-Cascade Publishing, Inc.

  June 9, 2010

 

II-18


Signature

  

Title

 

Date

*

David Zeeck

  

President and Publisher (Principal Executive Officer), Tacoma News, Inc.

  June 9, 2010

*

Robert G. Turner

  

President and Publisher (Principal Executive Officer), The Bradenton Herald, Inc.

  June 9, 2010

*

Ann Caulkins

  

President and Publisher (Principal Executive Officer), The Charlotte Observer Publishing Company

  June 9, 2010

*

Henry Haitz

  

President and Publisher (Principal Executive Officer), The State Media Company

  June 9, 2010

*

Pamela Browning

  

President and Publisher (Principal Executive Officer), The Sun Publishing Company, Inc.

  June 9, 2010

*

Elaine Lintecum

  

Treasurer (Principal Financial and Accounting Officer), certain of the Co-Registrants listed above

  June 9, 2010

*By:

  

/S/    GARY B. PRUITT        

     June 9, 2010
  

Gary B. Pruitt

Attorney-in-fact

    

 

(1) Mr. Pruitt, Mr. Talamantes and Mr. Whittaker comprise the entirety of the board of directors of Aboard Publishing, Inc., Newsprint Ventures, Inc., Wingate Paper Company, The Charlotte Observer Publishing Company, Miami Herald Media Company, Pacific Northwest Publishing Company, Inc., The Bradenton Herald, Inc., Keynoter Publishing Company, Inc., Biscayne Bay Publishing, Inc., Macon Telegraph Publishing Company, Quad County Publishing, Inc., Lexington H-L Services, Inc., The News and Observer Publishing Company, The State Media Company and The Sun Publishing Company, Inc.
(2) Mr. Pruitt and Mr. Weil comprise the entirety of the board of directors of Anchorage Daily News, Inc.
(3) Mr. Pruitt, Mr. Talamantes and Mr. Weil comprise the entirety of the board of directors of Macon Telegraph Publishing Company, Columbus Ledger-Enquirer, Inc., Wichita Eagle and Beacon Publishing Company, Inc., Keltatim Publishing Company, Inc., Gulf Publishing Company, Inc., Lee’s Summit Journal, Incorporated, Belton Publishing Company, Inc., Cass County Publishing Company, Nor-Tex Publishing, Inc., Mail Advertising Corporation, Tacoma News, Inc., Olympic-Cascade Publishing, Inc., Star-Telegram, Inc., Tribune Newsprint Company, Idaho Statesman Publishing, LLC, Bellingham Herald Publishing, LLC and Olympian Publishing, LLC.
(4) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of McClatchy Newspapers, Inc. and Cypress Media, LLC.
(5) Mr. Pruitt, Mr. Talamantes and Mrs. Morgan-Prager comprise the entirety of the board of directors of McClatchy Management Services, Inc.
(6) Mr. Pruitt, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of San Luis Obispo Tribune, LLC.
(7) Mr. Pruitt, Mr. Talamantes and Mr. Hendricks comprise the entirety of the board of directors of McClatchy U.S.A., Inc., McClatchy Interactive West and Nittany Printing and Publishing Company.
(8) Mr. Pruitt and Mr. Talamantes comprise the entirety of the board of directors of McClatchy Investment Company.

 

II-19


(9) Mr. Pruitt, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of HLB Newspapers, Inc.
(10) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of Cypress Media, Inc.
(11) Mr. Pruitt, Mr. Whittaker and Mrs. Morgan-Prager comprise the entirety of the board of directors of East Coast Newspapers, Inc.
(12) Mr. Pruitt is also executing this power of attorney in his capacity as the Principal Executive Officer of certain of the Co-Registrants as listed above.
(13) Mr. Talamantes is also executing this power of attorney in his capacity as the Principal Executive Officer or the Principal Financial and Accounting Officer of certain of the Co-Registrants as listed above.

 

II-20


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.1.1    Restated Certificate of Incorporation of The McClatchy Company   

Incorporated by reference from

Exhibit 3.1 to the registrant’s

Quarterly Report on Form 10-Q

filed July 27, 2006

3.1.2    Articles of Incorporation of Aboard Publishing, Inc.   

Previously filed

3.1.3    Articles of Incorporation of Anchorage Daily News, Inc.   

Previously filed

3.1.4    Certificate of Formation of Bellingham Herald Publishing, LLC   

Previously filed

3.1.5    Articles of Incorporation of Belton Publishing Company, Inc.   

Previously filed

3.1.6    Articles of Incorporation of Biscayne Bay Publishing, Inc.   

Previously filed

3.1.7    Articles of Incorporation of Cass County Publishing Company   

Previously filed

3.1.8    Articles of Incorporation of Columbus Ledger-Enquirer, Inc.   

Previously filed

3.1.9    Certificate of Incorporation of Cypress Media, Inc.   

Previously filed

3.1.10    Certificate of Formation of Cypress Media, LLC   

Previously filed

3.1.11    Articles of Incorporation of East Coast Newspapers, Inc.   

Previously filed

3.1.12    Articles of Incorporation of Gulf Publishing Company, Inc.   

Previously filed

3.1.13    Articles of Incorporation of HLB Newspapers, Inc.   

Previously filed

3.1.14    Certificate of Formation of Idaho Statesman Publishing, LLC   

Previously filed

3.1.15    Articles of Incorporation of Keltatim Publishing Company, Inc.   

Previously filed

3.1.16    Certifacate of Incorporation of Keynoter Publishing Company, Inc.   

Previously filed

3.1.17    Articles of Incorporation of Lee’s Summit Journal, Incorporated   

Previously filed

3.1.18    Articles of Incorporation of Lexington H-L Services, Inc.   

Previously filed

3.1.19    Articles of Incorporation of Macon Telegraph Publishing Company   

Previously filed

3.1.20    Articles of Incorporation of Mail Advertising Corporation   

Previously filed

3.1.21    Certificate of Formation of McClatchy Interactive LLC   

Previously filed

3.1.22    Certificate of Incorporation of McClatchy Interactive West   

Previously filed

3.1.23    Certificate of Incorporation of McClatchy Investment Company   

Previously filed

3.1.24    Certificate of Incorporation of McClatchy Management Services, Inc.   

Previously filed

3.1.25    Certificate of Incorporation of McClatchy Newspapers, Inc.   

Previously filed

3.1.26    Certificate of Incorporation of McClatchy U.S.A., Inc.   

Previously filed

3.1.27    Certificate of Incorporation of Miami Herald Media Company   

Previously filed

3.1.28    Articles of Incorporation of Newsprint Ventures, Inc.   

Previously filed

3.1.29    Articles of Incorporation of Nittany Printing and Publishing Company   

Previously filed


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.1.30    Articles of Incorporation of Nor-Tex Publishing, Inc.   

Previously filed

3.1.31    Certificate of Formation of Olympian Publishing, LLC   

Previously filed

3.1.32    Articles of Incorporation of Olympic-Cascade Publishing, Inc.   

Previously filed

3.1.33    Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.   

Previously filed

3.1.34    Articles of Incorporation of Quad County Publishing, Inc.   

Previously filed

3.1.35    Certificate of Formation of San Luis Obispo Tribune, LLC   

Previously filed

3.1.36    Certificate of Incorporation of Star-Telegram, Inc.   

Previously filed

3.1.37    Articles of Incorporation of Tacoma News, Inc.   

Previously filed

3.1.38    Articles of Incorporation of The Bradenton Herald, Inc.   

Previously filed

3.1.39    Certificate of Incorporation of The Charlotte Observer Publishing Company   

Previously filed

3.1.40    Articles of Incorporation of The News and Observer Publishing Company   

Previously filed

3.1.41    Certificate of Incorporation of The State Media Company   

Previously filed

3.1.42    Articles of Incorporation of The Sun Publishing Company, Inc.   

Previously filed

3.1.43    Articles of Incorporation of Tribune Newsprint Company   

Previously filed

3.1.44    Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.   

Previously filed

3.1.45    Certificate of Incorporation of Wingate Paper Company   

Previously filed

3.2.1    Amended and Restated Bylaws of The McClatchy Company   

Incorporated by reference from Exhibit 3.2

to the registrant’s Current Report on Form 8-K

filed June 28, 2006

3.2.2    Bylaws of Aboard Publishing, Inc.   

Previously filed

3.2.3    Bylaws of Anchorage Daily News, Inc.   

Previously filed

3.2.4    Limited Liability Company Agreement of Bellingham Herald Publishing, LLC   

Previously filed

3.2.5    Amended and Restated, Bylaws of Belton Publishing Company, Inc.   

Previously filed

3.2.6    Bylaws of Biscayne Bay Publishing, Inc.   

Previously filed

3.2.7    Amended and Restated, Bylaws of Cass County Publishing Company   

Previously filed

3.2.8    Bylaws of Columbus Ledger-Enquirer, Inc.   

Previously filed

3.2.9    Amended and Restated Bylaws of Cypress Media, Inc.   

Previously filed

3.2.10    Limited Liability Company Agreement of Cypress Media, LLC   

Previously filed

3.2.11    Bylaws of East Coast Newspapers, Inc.   

Previously filed

3.2.12    Bylaws of Gulf Publishing Company, Inc.   

Previously filed

3.2.13    Amended and Restated Bylaws of HLB Newspapers, Inc.   

Previously filed


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.2.14    Limited Liability Company Agreement of Idaho Statesman Publishing, LLC   

Previously filed

3.2.15    Bylaws of Keltatim Publishing Company, Inc.   

Previously filed

3.2.16    Bylaws of Keynoter Publishing Company, Inc.   

Previously filed

3.2.17    Bylaws of Lee’s Summit Journal, Incorporated   

Previously filed

3.2.18    Amended and Restated Bylaws of Lexington H-L Services, Inc.   

Previously filed

3.2.19    Bylaws of Macon Telegraph Publishing Company   

Previously filed

3.2.20    Amended and Restated Bylaws of Mail Advertising Corporation   

Previously filed

3.2.21    Limited Liability Company Operating Agreement of McClatchy Interactive LLC   

Previously filed

3.2.22    Bylaws of McClatchy Interactive West   

Previously filed

3.2.23    Bylaws of McClatchy Investment Company   

Previously filed

3.2.24    Bylaws of McClatchy Management Services, Inc.   

Previously filed

3.2.25    Bylaws of McClatchy Newspapers, Inc.   

Previously filed

3.2.26    Bylaws of McClatchy U.S.A., Inc.   

Previously filed

3.2.27    Bylaws of Miami Herald Media Company   

Previously filed

3.2.28    Bylaws of Newsprint Ventures, Inc.   

Previously filed

3.2.29    Bylaws of Nittany Printing and Publishing Company   

Previously filed

3.2.30    Bylaws of Nor-Tex Publishing, Inc.   

Previously filed

3.2.31    Limited Liability Company Agreement of Olympian Publishing, LLC   

Previously filed

3.2.32    Bylaws of Olympic-Cascade Publishing, Inc.   

Previously filed

3.2.33    Bylaws of Pacific Northwest Publishing Company, Inc.   

Previously filed

3.2.34    Bylaws of Quad County Publishing, Inc.   

Previously filed

3.2.35    Operating Agreement of San Luis Obispo Tribune, LLC   

Previously filed

3.2.36    Bylaws of Star-Telegram, Inc.   

Previously filed

3.2.37    Bylaws of Tacoma News, Inc.   

Previously filed

3.2.38    Bylaws of The Bradenton Herald, Inc.   

Previously filed

3.2.39    Bylaws of The Charlotte Observer Publishing Company   

Previously filed

3.2.40    Bylaws of The News and Observer Publishing Company   

Previously filed

3.2.41    Amended and Restated Bylaws of The State Media Company   

Previously filed

3.2.42    Bylaws of The Sun Publishing Company, Inc.   

Previously filed

3.2.43    Bylaws of Tribune Newsprint Company   

Previously filed

3.2.44    Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.   

Previously filed

3.2.45    Bylaws of Wingate Paper Company   

Previously filed


Exhibit
Number

  

Description of Exhibit

  

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

4.1    Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee    Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2    Form of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.3    Form of Guaranty of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.4    Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers    Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby   

Previously filed

5.2.1    Opinion of Davis Wright Termaine LLP    Contained herein
5.2.2    Opinion of Holland & Knight LLP    Contained herein
5.2.3    Opinion of Carlton Fields, P.A.   

To be filed by amendment

5.2.4    Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)    Contained herein
5.2.5    Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.    Contained herein
5.2.6    Opinion of Stoll Keenon Ogden PLLC    Contained herein
5.2.7    Opinion of Watkins Ludlam Winter & Stennis, P.A.    Contained herein
5.2.8    Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)    Contained herein
5.2.9    Opinion of McGuire Woods LLP    Contained herein
5.2.10    Opinion of Eisenstein & Bower, LLP    Contained herein
5.2.11    Opinion of Wyche, Burgess, Freeman & Parham, P.A.    Contained herein
5.2.12    Opinion of Holland & Hart LLP    Contained herein
10.1    Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent   

Previously filed

10.4    First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto   

Previously filed

12.1    Statement of Computation of Ratio of Earnings to Fixed Charges   

Previously filed

23.1    Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm   

Previously filed

23.2    Consent of WSGR    Contained in Exhibit 5.1
24.1    Power of Attorney (see page II-17 of the original filing of this Form S-4)   

Previously filed

25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture   

Previously filed

99.1    Form of Letter of Transmittal   

Previously filed

99.2    Form of Notice of Guaranteed Delivery   

Previously filed

99.3    Form of Letter to Clients   

Previously filed

99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees   

Previously filed

99.5    Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9   

Previously filed

EX-5.2.1 2 dex521.htm OPINION OF DAVIS WRIGHT TERMAIN LLP Opinion of Davis Wright Termain LLP

Exhibit 5.2.1

[Letterhead of Davis Wright Tremaine LLP]

June 9, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

  Re: The McClatchy Company—Local Counsel Opinion for Anchorage Daily News,

Inc. as a Subsidiary Guarantor

Ladies and Gentlemen:

We have acted as special counsel to Anchorage Daily News, Inc., an Alaska corporation (“Guarantor”), and a subsidiary of The McClatchy Company, a Delaware corporation (“Company”), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the subsidiary guarantors party thereto (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by each of the subsidiary guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”) among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

The law covered by the opinions expressed herein is limited to the laws of the State of Alaska.

This opinion letter is to be interpreted in accordance with the Guidelines for the Preparation of Closing Opinions issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 57 Business Lawyer 875 (February 2002) and the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions as published in 63 The Business Lawyer 1277 (August 2008).


The McClatchy Company

June 9, 2010

Page 2

 

A. Documents and Matters Examined

In connection with this opinion letter, we have examined copies of the following listed documents and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed:

A-1 The Indenture;

A-2 Specimens of the certificates representing the Exchange Notes and the Exchange Guarantees, included as exhibits to the Indenture;

A-3 Articles of Incorporation and Bylaws of Guarantor certified by the secretary of Guarantor as of June 9, 2010;

A-4 Unanimous Written Consent Of Sole Stockholder Of Anchorage Daily News, Inc. as of September 26, 2008 amending Guarantor’s Bylaws, certified by the Secretary of Guarantor;

A-5 A certificate from the State of Alaska as to the formation and good standing of Guarantor under the laws of the State of Alaska as of June 2, 2010;

A-6 Written consent adopted by the board of directors of Guarantor as of February 1, 2010, certified by the secretary of Guarantor, relating to the authorization of the execution and delivery by Guarantor of, and the performance by Guarantor of its obligations under the terms of, the Exchange Guarantees;

A-7 Secretary’s certificate certifying the authority and true signatures of the officers of Guarantor authorized to sign all documents executed and delivered in connection with the Registration Statement and certifying as to other factual matters.

B. Assumptions

For purposes of this opinion letter, we have relied on the following assumptions:

B-1 The genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, and the conformity to original documents of all copies submitted to us.

B-2 That (a) the representations and warranties as to factual matters made by the parties to the documents in Section A and pursuant thereto are correct, (b) the representations and warranties made by officers or members of the Guarantor as to factual matters made in the certificates delivered in connection with the documents in Section A are correct; and (c) the parties to the documents in Section A have complied and will comply with their obligations under the those documents.


The McClatchy Company

June 9, 2010

Page 3

 

B-3 That value has been received by the Guarantor in consideration of the Exchange Guarantees.

Whenever a statement in this letter is qualified by the phrase “to our knowledge,” or by any other similar phrase, or where it is noted that nothing has been brought to our attention, it means that the opinion stated is based solely on the conscious awareness of information by one or more of the following persons as to the matters being opined on: (i) the attorney who signs this opinion letter and (ii) the attorneys at our firm who have been actively involved in negotiating the transaction, preparing any of the documents in Section A, or preparing this opinion letter. We have not undertaken any investigation to determine the accuracy of the matters covered by any such statement and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of the facts underlying any such statement should be drawn from the fact of our representation of Guarantor.

C. Opinions

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

C-1 Guarantor is a corporation duly incorporated and validly existing under Alaska law and is in good standing under such laws.

C-2 Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantees and to carry out and perform its obligations under the terms of the Exchange Guarantees.

C-3 All corporate action on the part of Guarantor, its directors, and shareholders necessary for the authorization, execution, and delivery of the Exchange Guarantees, and the performance by Guarantor of its obligations under the Exchange Guarantees, has been taken.

D. Qualifications

The opinions set forth herein are subject to the following qualifications:

D-1 In giving our opinion in C-1, we are relying solely and without independent investigation on our review and examination of the certificate of the Secretary of State of the State of Alaska referenced in paragraph A-5.

D-2 In giving our opinion in C-3, with respect to the corporate action taken regarding Guarantor’s performance of its obligations under the Exchange Guarantees, we are relying in part on the written consent referenced in paragraph A-6 and the authentic nature of that written consent, and the identity of the signatories therein, as certified by the certificate described in paragraph A-7.


The McClatchy Company

June 9, 2010

Page 4

 

E. Exclusions

We express no opinion as to the following:

E-1 The enforceability or legal effect of any provision of the Indenture, Exchange Notes, the Exchange Guarantees, or any of the related transaction documents referenced in this opinion.

E-2 Any matter relating to the laws of any jurisdiction other than the laws of the State of Alaska, as such are in effect on the date of this letter, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws, or other laws of any other nation, state, or jurisdiction or whether the laws of any particular jurisdiction govern any aspect of the Indenture, Exchange Notes, the Exchange Guarantees or any of the related transaction documents referenced in this opinion.

E-3 Compliance or noncompliance (or the effect thereof) with any state or federal securities laws, including, without limitation, the anti-fraud provisions thereof.

* * * * *

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of that date. In addition, in rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws of the jurisdictions mentioned herein be changed by legislative action, judicial decision, or otherwise.

This opinion letter is rendered only to you and is solely for your benefit in connection with the Registration Statement. This opinion letter may not be used or relied on for any other purpose or by any other person without our prior written consent.

 

Very truly yours,

/s/ Davis Wright Tremaine LLP

Davis Wright Tremaine LLP
EX-5.2.2 3 dex522.htm OPINION OF HOLLAND & KNIGHT LLP Opinion of Holland & Knight LLP

Exhibit 5.2.2

[Letterhead of Holland & Knight LLP]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, California 95816

 

  Re: The McClatchy Company- Florida Exchange Notes Guarantees

Ladies and Gentlemen:

We have acted as special Florida counsel to Pacific Northwest Publishing Company, Inc., The Bradenton Herald, Inc., Biscayne Bay Publishing, Inc., Keynoter Publishing Company, Inc., and Aboard Publishing, Inc., each a Florida corporation (each individually a “Florida Subsidiary Guarantor” and collectively the “Florida Subsidiary Guarantors”) in connection with the issuance of the guarantees (“Florida Exchange Notes Guarantees”) by each of the Florida Subsidiary Guarantors of the Exchange Notes (as defined below), issued by The McClatchy Company, a Delaware corporation (the “Company”), and certain of the Company’s subsidiary guarantors (the “Subsidiary Guarantors” and, together with the Company, the “Registrants”), covered by a filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Florida Exchange Notes Guarantees constitute a portion, but not all, of the Exchange Notes Guarantees. The Outstanding Notes and Outstanding Guarantees were issued, and the Exchange Notes Guarantees, including the Florida Exchange Notes Guarantees, will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Indenture.

In rendering the opinions expressed below, we have examined the originals or certified, conformed, or reproduced copies of the following documents (“Opinion Documents”):

 

  1. the Indenture;


The McClatchy Company

June 9, 2010

Page 2

 

  2. the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein;

 

  3. specimens of the certificates representing the Florida Exchange Notes Guarantees, included as exhibits to the Indenture;

For purposes of this opinion letter, we have also reviewed the following documents:

 

  1. Copies of the Articles of Incorporation and By-Laws of each of the Florida Subsidiary Guarantors, certified as in effect on the date of this opinion letter by an officer of each of the Florida Subsidiary Guarantors;

 

  2. Certificates of Active Status for each of the Florida Subsidiary Guarantors issued by the Florida Secretary of State as of June 2, 2010; and

 

  3. A Secretary’s Certificate of each of the Florida Subsidiary Guarantors, each dated as of June 9, 2010 (collectively, the “Secretaries’ Certificates”).

With your consent, we have assumed that certificates of public officials dated earlier than the date of this opinion letter remain accurate from such earlier date through and including the date of this opinion letter. As to matters of fact, we have relied on the representations and warranties made by the parties in the Opinion Documents and on certificates of public officials and the Secretaries’ Certificates. We have made no independent investigation of the accuracy or completeness of such matters of fact.

For purposes of this opinion letter, the term “to our knowledge” or a similar phrase means the conscious awareness of facts or other information, at the time of delivery of this opinion letter, by the lawyers in our firm who have given substantive attention to the review of, and transactions effected by, the Opinion Documents, and does not include constructive, implied, imputed, presumed, or assumed notice or knowledge of facts or information. Except to the extent expressly set forth herein, and with your permission, we have not undertaken any independent investigation (including, without limitation, review of any governmental records or court dockets) to determine the existence or absence of any facts or other information, and no inference as to our knowledge or the existence or absence of any such facts or other information should be drawn from the fact of our representation of the Florida Subsidiary Guarantors as special counsel.

We have examined counterparts of the Opinion Documents. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in the Opinion Documents, and have relied solely on the facts and circumstances described and set forth therein.

In rendering the opinions herein, we have relied, without independent investigation, upon the following assumptions:

(a) the genuineness of all signatures;

(b) the authenticity of all documents submitted to us as originals;


The McClatchy Company

June 9, 2010

Page 3

 

(c) the truth, accuracy and completeness of the information, factual matters, and representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof;

(d) the Indenture has been duly authorized, executed, and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms;

(e) the Exchange Notes will be duly authenticated by the Trustee;

(f) the absence of any evidence extrinsic to the provisions of the written agreements between the parties to the Opinion Documents that the parties intended a meaning contrary to that expressed in those provisions;

(g) each party to the Opinion Documents (other than the Florida Subsidiary Guarantors) is duly organized and is validly existing and in good standing in its jurisdiction of organization;

(h) each party to the Opinion Documents (other than the Florida Subsidiary Guarantors) has full power and authority to execute, deliver, and perform its obligations under the Opinion Documents to which it is a party, and the Opinion Documents to which it is a party have been duly authorized by all necessary action on its part and have been duly executed and duly delivered by it;

(i) the Opinion Documents constitute the valid and binding obligation of each party thereto enforceable against such party in accordance with their respective terms;

(j) each natural person executing the Opinion Documents or any other document referred to herein is legally competent to do so;

(k) each party to the Opinion Documents (other than the Florida Subsidiary Guarantors) has complied with all legal requirements pertaining to its status, as such status relates to its rights to enforce such documents against the Company or a Florida Subsidiary Guarantor, as the case may be (including, but not limited to, qualifying to do business, if required, in the relevant jurisdiction);

(l) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy or a draft conforms to an authentic original, and all signatures on each such document are genuine;

(m) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of the Opinion Documents;

(n) each person who has taken any action relevant to any of our opinions in the capacity of director or officer was duly elected to that director or officer position and held that position when such action was taken;


The McClatchy Company

June 9, 2010

Page 4

 

(o) the constitutionality and validity of all relevant laws, regulations, and agency actions unless a reported case has otherwise held or widespread concern has been expressed by commentators as reflected in materials which lawyers routinely consult;

(p) legally sufficient consideration has been given to support the enforceability of the Florida Subsidiary Guarantors’ obligations under the Florida Exchange Notes Guarantees;

(q) none of the Florida Subsidiary Guarantors is a party to any pending action or proceeding before any court, governmental or regulatory authority, agency, commission, or official, board of arbitration, or arbitrator, that may adversely affect the transactions contemplated by the Opinion Documents;

(r) none of the Florida Subsidiary Guarantors is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Investment Company Act of 1940; and

(s) no addressee of this opinion letter has reason to believe that the opinions set forth herein are incorrect.

Based on and subject to the foregoing and subject to the exceptions, qualifications, and limitations herein set forth, we express the following opinions:

 

1. Each Florida Subsidiary Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Florida and is in good standing under such laws.

 

2. Each Florida Subsidiary Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Florida Exchange Notes Guarantees and carry out and perform its obligations under the terms of such Florida Exchange Notes Guarantees.

 

3. All corporate action on the part of each Florida Subsidiary Guarantor, its directors and shareholders necessary for the authorization, execution, and delivery of the Florida Exchange Notes Guarantees, and the performance by each Florida Subsidiary Guarantor of its obligations under the Florida Exchange Notes Guarantees, has been taken.

Our opinions are subject to bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium, and other laws affecting the rights and remedies of creditors generally, including limitations imposed by judicial decisions relating thereto, and to general principles of equity, regardless of whether considered in a proceeding in equity or at law, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and including principles under which a court has discretion in granting specific performance or injunctive or other equitable relief.

We have investigated such questions of law for the purpose of rendering this opinion letter as we have deemed necessary. Our opinions are limited to the laws of the State of Florida (but not including any statutes, ordinances, administrative decisions, rules or regulations, in each case, of any political subdivision of Florida) that, in each case in our experience, are normally applicable to a transaction of the type contemplated by the Indenture and to the parties thereto (collectively, “Applicable Florida Law”). We express no opinion as to any other laws, including but not limited to, securities laws or anti-fraud provisions of applicable securities laws.


The McClatchy Company

June 9, 2010

Page 5

 

This opinion letter is rendered only with respect to the Applicable Florida Law which is currently in effect. We express no opinion with respect to the applicability to or the effect on the subject transaction of the laws of any other jurisdiction.

This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein. The opinions expressed in this opinion letter are given as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect, or to otherwise advise any person or entity of, any fact or circumstance that may hereafter come to our attention or any change in law that may hereafter occur or become effective.

This opinion letter is rendered only to you and your successors and assigns as permitted under the Opinion Documents and is solely for your or their benefit and the benefit of your attorneys in connection with the Registration Statement. This opinion letter may not be relied upon by you, your attorneys, or your successors or assigns for any other purpose, or relied upon by any other person, firm, or corporation for any purpose, without our prior written consent.

 

Very truly yours,

/s/ Holland & Knight LLP

Holland & Knight LLP
EX-5.2.4 4 dex524.htm OPINION OF LEWIS, RICE & FINGERSH, L.C. Opinion of Lewis, Rice & Fingersh, L.C.

Exhibit 5.2.4

[Letterhead of Lewis, Rice & Fingersh, L.C.]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, California 95816

 

  Re: The McClatchy Company – Exchange Notes

Ladies and Gentlemen:

We have acted as special Illinois counsel to The McClatchy Company, a Delaware corporation (the “Company”), and its Illinois subsidiary, Quad County Publishing, Inc. (the “Subsidiary Guarantor” and, together with the Company and certain other subsidiary guarantors, the “Registrants”), in connection with the filing by the Registrants with the Securities and Exchange Commission of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantor, certain other guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

In connection with this opinion, we have examined copies of the following:

D-1 Certificate of Good Standing, dated June 3, 2010, for Quad County Publishing, Inc. from the Illinois Secretary of State (the “Certificate”)

D-2 Action by Unanimous Written Consent of the Board of Directors of Quad County Publishing, Inc., dated February 1, 2010 (the “Resolutions”);


D-3 the Registration Statement;

D-4 the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, Subsidiary Guarantor, certain other guarantors, and the initial purchasers listed therein;

D-5 the Indenture;

D-6 specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture

D-7 the other documents delivered by or on behalf of the Company, the Subsidiary Guarantor and the Trustee as of the date hereof in connection with the delivery of the Securities.

(The documents in D-3 through D-7 above are referred to collectively as the “Transaction Documents.”)

We have also examined such certificates, documents, and records as we deem relevant in rendering this opinion, including, but not limited to, the Certificate of Incorporation, Bylaws of Subsidiary Guarantor, and the Secretary’s Certificate of Subsidiary Guarantor and all Exhibits and Schedules attached thereto, executed in connection with the Transaction Documents. We have relied upon the certificates of public officials and corporate officers with respect to the accuracy of all matters contained therein.

For purposes of this opinion, we have assumed, without investigation: (1) the legal capacity of each natural person, except Subsidiary Guarantor; (2) the full power and authority of each person, except Subsidiary Guarantor, to execute, deliver and perform each document heretofore executed and delivered or hereafter to be executed and delivered, and to do each other act heretofore done or hereafter to be done by such person; (3) the due authorization, execution and delivery by each person, except Subsidiary Guarantor, of each document heretofore executed and delivered or hereafter to be executed and delivered by such person; (4) the legality, validity, binding effect and enforceability as to each person of each document heretofore executed and delivered or hereafter to be executed and delivered, including the Transaction Documents, and of each other act heretofore done or hereafter to be done by such person; (5) the genuineness of each signature and the completeness of each document submitted to us as an original; (6) the conformity to the original of each document submitted to us as a copy; (7) the authenticity of the original of each document submitted to us as a copy; (8) no modification of any provision of any document nor waiver of any right or remedy; (9) no exercise of any right or remedy other than in a commercially reasonable and conscionable manner and in good faith; (10) that all parties to the Transaction Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents; (11) that in approving the Transaction Documents, the directors of Subsidiary Guarantor acted in good faith and without violating their fiduciary requirements to Subsidiary Guarantor; (12) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; and (13) that the Exchange Notes will be duly authenticated by the Trustee.

 

2


The opinions hereafter expressed are based upon: (1) our review of the Certificate, Resolutions, Certificate of Incorporation and Bylaws of Subsidiary Guarantor, and Transaction Documents and (2) discussions with those of our attorneys who have knowledge of the matters contained herein. As to questions of fact material to our opinion which have not been independently established, we have relied upon, without independent verification, the accuracy of the relevant facts stated in certificates or comparable documents of the officers of the Subsidiary Guarantor and representations made in the Transaction Documents. Except as set forth herein, we have not undertaken any investigation to determine the existence or status of such matters nor have we made any independent investigations as to the accuracy or completeness of any representation, warranty, data or other information, written or oral, made or furnished by Subsidiary Guarantor to us. Although we have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, we confirm that we do not have any actual knowledge which has caused us to conclude that our reliance and assumptions set forth herein are unwarranted or that any information supplied in this letter is wrong. The term “actual knowledge” or words of similar import as used in this letter means the conscious awareness at the time this letter is delivered on the date it bears.

Our opinions contained herein are limited to the laws of the State of Illinois and the laws of the United States of America.

We express no opinion as to whether a subsidiary may guarantee or otherwise become liable for, or pledge its assets to secure, indebtedness incurred by its parent except to the extent such subsidiary may be determined to have received a benefit from the incurrence of such indebtedness by its parent, or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by parent are directly or indirectly made available to such subsidiary for its corporate purposes.

The opinions hereafter expressed are qualified to the extent that the validity of the authorization, execution or delivery of the Transaction Documents may be subject to or affected by: (1) any bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, receivership, moratorium or similar statute, regulation or other law affecting the enforcement of creditors’ rights and remedies; (2) the unavailability of, or any limitation on the availability of, any particular right or remedy (whether in a proceeding in equity or at law) because of general principles of equity; and (3) any fraudulent conveyance, preferential transfer, equitable subordination or similar law.

Use of the term “to our knowledge” and words of similar import means that, during the course of representation as described herein, no information has come to the attention of the attorneys involved in the transactions described herein which gave such attorneys actual knowledge of the existence of the matter as so qualified. Except as set forth herein, we have not undertaken any investigation to determine the existence or status of such matters nor have we made any independent investigations as to the accuracy or completeness of any representation, warranty, data or other information, written or oral, made or furnished by Subsidiary Guarantor.

These opinions are limited solely to the matters stated herein, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein.

 

3


Based upon the foregoing, we are of the opinion that:

 

1. Based solely upon the Certificate, Subsidiary Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Illinois and is in good standing under such laws as of the date of the Certificate.

 

2. Subsidiary Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantee to which it is a party and to carry out and perform its obligations under the terms of the Exchange Notes Guarantee to which it is a party.

 

3. All corporate action on the part of Subsidiary Guarantor, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantee to which it is a party, and the performance by Subsidiary Guarantor of its obligations under the Exchange Notes Guarantee to which it is a party, has been taken.

The opinions expressed in this opinion letter are limited solely to the matters stated herein, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein. In addition, each of the opinions expressed herein is subject to each of the following qualifications and limitations:

Q-1 The opinions expressed by us herein are expressly limited to the laws of the State of Illinois, and where applicable, the laws of the United States of America. We express no opinion concerning the applicability to any party or the Transaction Documents of national, state and local laws, rules, regulations, or ordinances of any other nation, state or jurisdiction to the extent the laws of any other state apply with respect to the opinions expressed herein, we have assumed that the laws of such other state are identical to the laws of the State of Illinois in all respects.

Q-2 Our opinions are subject to (1) limitations imposed by general principles of equity, and any fraudulent conveyance, preferential transfer, equitable subordination or similar law, and to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, and other laws relating to or affecting the rights of creditors generally; and (2) the unavailability of, or any limitation on the availability of, any particular right or remedy (whether in a proceeding in equity or at law) because of general principles of equity.

 

4


Our opinion is rendered solely for your benefit in connection with the Registration Statement. It may not be relied upon by, nor may copies be delivered to, any other person or used for any other purpose without our prior written consent. Our opinion is based upon a state of facts and the law existing and in effect on the date hereof, and we assume no obligation to, and will not, revise, supplement or update this opinion in any respect at any time subsequent to the date thereof.

 

Very truly yours,
/s/ Lewis, Rice & Fingersh, L.C.
Lewis, Rice & Fingersh, L.C.

 

5

EX-5.2.5 5 dex525.htm OPINION OF FLEESON, GOOING, COULSON & KITCH, L.L.C. Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.

Exhibit 5.2.5

[Letterhead of Fleeson, Gooing, Coulson & Kitch, L.L.C.]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

 

  Re: The McClatchy Company – Exchange Offer For Up To $875,000,000

Senior Secured Notes due 2017

Ladies and Gentlemen:

We have acted as special counsel to Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation (the “Wichita Eagle”), and Keltatim Publishing Company, Inc., a Kansas corporation (“Keltatim”), with respect to an exchange offer of up to $875,000,000 aggregate principal amount of Senior Secured Notes due 2017 (the “Outstanding Notes”) that have been previously issued by The McClatchy Company (“McClatchy”), and guaranteed by the Wichita Eagle and Keltatim (and other subsidiary companies of McClatchy). It is our understanding that McClatchy intends to issue an aggregate of up to $875,000,000 in principal amount of its 11.5% Senior Secured Notes due 2017 (the “Exchange Notes”) in exchange for a like principal amount of McClatchy’s Outstanding Notes. The Exchange Notes will be guaranteed (the “Exchange Note Guarantees”) by each of the Subsidiary Guarantors, including the Wichita Eagle and Keltatim, pursuant to the Indenture, dated as of February 11, 2010 (the “Indenture”), by and among McClatchy, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. Wichita Eagle and Keltatim are sometimes hereinafter referred to as the “Companies”.

In rendering the opinions expressed below, we have examined originals or copies of the following documents:

 

  (a) the Indenture;

 

  (b) the specimen of the Exchange Note Guarantees included as an exhibit to the Indenture;

 

  (c) the charter documents listed on Schedule A hereto;


The McClatchy Company

June 9, 2010

Page 2

 

  (d) the records of proceedings listed on Schedule B hereto;

 

  (e) the certificates of governmental authorities listed on Schedule C hereto; and

 

  (f) the certificates of stockholders, directors and/or certain officers of the Companies, dated as of February 1, 2010 as to certain factual matters.

In addition, we have reviewed originals or copies of such corporate records of the Companies, certificates of public officials and such other documents that we consider necessary or advisable for the purpose of rendering the opinions and statements set forth below. We have not independently established the facts stated therein. The documents referred to in paragraphs (a) and (b) above are sometimes referred to herein as the “Transaction Documents.” We understand McClatchy has filed a Form S-4 registration statement (File No. 333-167345) with the Federal Securities and Exchange Commission pertaining to the above transaction. We have not reviewed the Form S-4 (the “Registration Statement”) or any other materials associated with such registration.

As used in the opinions or statements set forth below, the expressions “to our knowledge,” “known to us” or similar language refer to the current actual knowledge of the attorneys of this firm who have rendered legal services in connection with the representation described in the first paragraph of this opinion letter. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Companies or the rendering of the opinions or statements set forth below.

The opinions hereinafter expressed are subject to the following exceptions, qualifications, limitations and assumptions:

A. We have assumed the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us;

B. We have assumed that the documents, records and certificates referenced in paragraphs (a), (c), (d) and (e) above have not been amended, altered, modified, repealed, annulled or revoked and remain in full force and effect on the date hereof;

C. We have assumed that the representations and warranties made by stockholders, directors or officers of the Companies as to factual matters made in the certificates delivered pursuant to the Transaction Documents are correct;

D. We express no opinion as to any matter relating to laws of any jurisdiction other than the laws of the State of Kansas, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to the laws of any other jurisdiction or whether the laws of any particular jurisdiction govern any aspect of the Transaction Documents.

E. We express no opinion as to the enforceability of any provision of the Transaction Documents.


The McClatchy Company

June 9, 2010

Page 3

 

F. Our opinions are limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

G. We express no opinion regarding compliance or noncompliance (or the effect thereof) with federal securities laws or any Kansas or other state securities laws, including, without limitation, any consent, approval, authorization, registration or qualification required under such laws, or with the anti-fraud provisions of applicable securities laws.

H. Our opinions set forth in paragraph 1 below, as to valid existence and good standing are based solely on the certificates referenced in paragraph (e) above.

I. We have assumed (i) the Exchange Notes will be duly executed and delivered in accordance with the terms of the Indenture, and exchanged for Outstanding Notes in accordance with the terms of the Exchange Offer, (ii) the Exchange Notes will be the enforceable obligation of McClatchy in accordance with their terms, and (iii) the Exchange Notes will be duly authenticated by the Trustee in accord with the terms of the Indenture.

J. Our opinions set forth in paragraph 2 below, as to each of the Companies having the corporate power specified therein, are based upon the documents, records and certificates referenced in paragraphs (c), (d) and (e) above and our assumption that the Transaction Documents are “necessary or convenient to the conduct, promotion or attainment of business” of McClatchy and the Companies within the meaning of, and as required by, K.S.A. 17-6102(13).

K. Our opinions set forth in paragraph 3 below, as to the authorization by each of the Companies for the execution and delivery of the Transaction Documents to which it is a party, are based solely on the corporate resolutions referenced in paragraph (d) above. We have assumed the Companies have not rescinded nor otherwise taken any action inconsistent with the Joint Actions effective February 1, 2010 referenced in Schedule B hereto. With respect to our opinions set forth in paragraph 3 below as to matters of fact, we have relied solely upon certificates of stockholders, directors or officers of the Companies.

L. This opinion letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. Our opinions as expressed in this letter are rendered as of the date hereof and are based on existing law which is subject to change. We express no opinion as to the repeal, amendment or adoption of any statute, rule, regulation, or other law which is enacted or becomes effective after, or of any court decision rendered after, the date of this opinion letter. In rendering this opinion letter, we assume no obligation to revise or supplement this opinion letter should the present laws of the jurisdiction mentioned herein be changed by any legislative action, judicial decision or otherwise. In addition, we assume no obligation to inform you of any other facts, circumstances or events that might arise or be brought to our attention after the date of this opinion letter that may alter, affect or modify the opinions expressed herein.

On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the limitations and qualifications set forth herein, we advise you that in our opinion:

1. Each of the Companies is a corporation duly incorporated and validly existing under the laws of the State of Kansas and is in good standing under such laws.


The McClatchy Company

June 9, 2010

Page 4

 

2. Each of the Companies has the corporate power to (a) guarantee the Exchange Notes, (b) execute and deliver the Exchange Notes Guarantees to which it is a party, and (c) carry out and perform its obligations under the terms of the Exchange Notes Guarantees to which it is a party.

3. All corporate action on the part of each of the Companies, and their respective directors and shareholders necessary for the authorization of the execution and delivery of the Exchange Note Guarantees to which it is a party, and the performance by each of the Companies of its obligations under the Exchange Guarantees to which it is a party, has been taken.

This letter is furnished to you by us as special counsel to the Companies and is solely for your benefit in connection with the Registration Statement. It may not be relied upon by, nor may copies be delivered to, any other person or used for any other purpose without our prior written consent.

 

Very truly yours,
FLEESON, GOOING, COULSON & KITCH, L.L.C., a
Kansas limited liability company
/s/ Fleeson, Gooing, Coulson & Kitch, L.L.C.

 

cc: The Wichita Eagle and Beacon Publishing Company

Attn:   Publisher

Keltatim Publishing Corporation

Attn:   Publisher

Wilson Sonsini Goodrich & Rosati, P.C. Law Firm


SCHEDULE A

Charter Documents

1. Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc., filed with the Kansas Secretary of State on June 13, 2007.

2. Bylaws of Wichita Eagle and Beacon Publishing Company, Inc., dated October 28, 1977.

3. Articles of Incorporation of Keltatim Publishing Company, Inc., filed with the Kansas Secretary of State on January 27, 1995.

4. Bylaws of Keltatim Publishing Company, Inc., dated October 31, 2008.

1900 Epic Center        301 North Main        P.O. Box 997        Wichita, Kansas 67201-0997        Phone (316) 267-7361    Fax (316) 267-1754        www.fleeson.com


SCHEDULE B

Records of Proceedings

1. Joint Action by Unanimous Written Consent in Lieu of Special Meeting of Board of Directors and Sole Stockholder of Wichita Eagle and Beacon Publishing Company, Inc., effective as of February 1, 2010; and

2. Joint Action by Unanimous Written Consent in Lieu of Special Meeting of Board of Directors and Sole Stockholder of Keltatim Publishing Company, Inc., effective as of February 1, 2010.


SCHEDULE C

Certificates of Governmental Authorities

1. Certificate of Good Standing for Wichita Eagle, dated June 2, 2010, issued by the Kansas Secretary of State; and

2. Certificate of Good Standing for Keltatim, dated June 2, 2010, issued by the Kansas Secretary of State.

EX-5.2.6 6 dex526.htm OPINION OF STOLL KEENON OGDEN PLLC Opinion of Stoll Keenon Ogden PLLC

Exhibit 5.2.6

[Letterhead of Stoll Keenon Ogden PLLC]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

 

  Re: Lexington H-L Services, Inc.

Ladies and Gentlemen:

We are delivering this opinion letter as counsel to Lexington H-L Services, Inc., a Kentucky corporation (the “Company”), at the request of Wilson Sonsini Goodrich & Rosati, P.C., counsel to the Company’s parent, The McClatchy Company (the “Parent”). This opinion letter is provided in connection with the filing by the Parent and certain of its subsidiaries, including the Company (collectively, the “Subsidiary Guarantors”), with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (Reg. No. 333-167345) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the Registration Statement, the Parent is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Registration Statement further describes that the Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees”). The Outstanding Notes and Outstanding Guarantees were issued, and the Exchange Notes and Exchange Notes Guarantees will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

In rendering the opinions expressed below, we have reviewed originals or copies of what we understand to be: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein (the “Registration Rights Agreement”); (c) the Indenture; (d) specimen of the certificate representing the Exchange Notes and the Exchange Notes Guarantees, included as an exhibit to the Indenture; (e) a copy of the articles of incorporation, as amended, the bylaws and authorizing resolutions of the Company; (f) a Certificate of Existence, dated June 2, 2010, issued by the Kentucky Secretary of State with respect to the Company; and (g) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.


The McClatchy Company

June 9, 2010

Page 2

 

We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) each of the Indenture and Registration Rights Agreement have been duly authorized, executed and delivered by all the parties thereto (other than the Company) and constitutes a legally valid, binding and enforceable obligation of the parties thereto enforceable against such parties in accordance with its terms; (g) the Exchange Notes will be duly executed by the Parent and authenticated by the Trustee and will be valid and enforceable obligations of the Parent; and (h) the Company is a wholly-owned subsidiary of the Parent. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral and/or written certifications and statements of officers, other representatives of the Company and/or others.

The opinions set forth herein are limited to the laws of the Commonwealth of Kentucky known to us to be customarily applicable to transactions of this nature. We render no opinion with respect to laws of the United States or any law, statute, ordinance, administrative decision, rule or regulation of any urban county government, county, town, municipal or special political subdivision or any judicial decision dealing with such laws of the United States or local laws. We express no opinion as to the effect of (i) any bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally or (ii) general principles of equity.

Subject to the assumptions, limitations, qualifications, exceptions and conditions contained in this letter, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly existing under the laws of the Commonwealth of Kentucky.

2. The Company has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantees and to carry out and perform its obligations under the terms of the Exchange Notes Guarantees.

3. All corporate action on the part of the Company, its directors and shareholder necessary for the authorization, execution and delivery of the Exchange Notes Guarantees, and the performance by the Company of its obligations under the Exchange Notes Guarantees, has been taken.


The McClatchy Company

June 9, 2010

Page 3

 

This opinion letter is being delivered pursuant to Rule 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. No opinion may be implied or inferred beyond the opinion expressly stated in the numbered paragraphs above.

We hereby consent to the filing of this opinion as an Exhibit to 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 Securities Act or the rules and regulations of the Commission.

 

Sincerely,

/s/ Stoll Keenon Ogden PLLC

Stoll Keenon Ogden PLLC
EX-5.2.7 7 dex527.htm OPINION OF WATKINS LUDLAM WINTER & STENNIS, P.A. Opinion of Watkins Ludlam Winter & Stennis, P.A.

Exhibit 5.2.7

[Letterhead of Watkins Ludlam Winter & Stennis P.A.]

June 9, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

  Re: The McClatchy Company – Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special local counsel to The McClatchy Company, a Delaware corporation (the “Company”) and Gulf Publishing Company, Inc., a Mississippi corporation (the “Guarantor”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by the Guarantor (the “Outstanding Guarantee”). The Registration Statement also covers issuance of the guarantee by the Guarantor of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantee”). The Exchange Notes and the Exchange Notes Guarantee to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantee were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Our opinion is based solely on our review of the following documents (collectively, the “Transaction Documents”), the Corporate Documents (as hereinafter defined) and such rules of law as we have deemed necessary to give this opinion: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein; (c) the Indenture; and (d) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantee, included as exhibits to the Indenture.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture.


June 9, 2010

Page 2

 

We are members of the Mississippi State Bar, do not purport to be experts on or generally familiar with or qualified to express opinions based on the laws of any states other than the State of Mississippi. We express no opinion herein concerning any laws other than the laws of the State of Mississippi.

We have reviewed copies of: (i) a Certificate of Existence/Authority (the “Certificate of Good Standing”) for the Guarantor, dated as of June 3, 2010, issued by the Mississippi Secretary of State; (ii) the Articles of Incorporation of the Guarantor, dated June 12, 1968, as amended by the Articles of Amendment dated August 8, 1968 (collectively, the “Charter”); (iii) the Bylaws of the Guarantor (the “Bylaws”); and (iv) Unanimous Consents of the board of directors of the Guarantor dated February 1, 2010 (the “Resolutions” and together with the Certificate of Good Standing, the Charter, and the Bylaws, collectively, the “Corporate Documents”).

We have assumed, with your permission the following:

(a) The genuineness of all signatures on and the authenticity of all documents submitted to us as originals.

(b) The conformity to original documents of documents submitted to us as certified or photostatic copies.

(c) Any documents that are expressly governed by the laws of a state other than the State of Mississippi pursuant to a provision in such document constitute the legal, valid, binding and enforceable obligations of the parties thereto under the laws of the jurisdiction chosen.

(d) Each of the parties to the Transaction Documents, except for the Guarantor, (i) is duly organized and incorporated, (ii) is validly existing, (iii) is in good standing under the laws of the respective jurisdiction of its incorporation or its organization and (iv) has the full power and authority under the laws of the jurisdiction of its respective incorporation or organization to enter into the transactions contemplated by the Transaction Documents to which each is a party, to execute and deliver the Transaction Documents to which each is a party and to perform its respective duties, obligations and privileges expressed in the Transaction Documents executed by each.

(e) The Transaction Documents have been duly authorized, executed and delivered by the parties thereto, except for the Guarantor, for reasonably equivalent value received by each such party and the Company and the Guarantor shall receive benefits and/or consideration for the Notes being issued by the Company under the Transaction Documents.

(f) That all natural persons involved in the transactions contemplated by the Transaction Documents or any documents executed in connection with the Transaction Documents have sufficient legal capacity to enter into and perform their respective obligations under the Transaction Documents and to carry out their roles in the Transaction Documents.


June 9, 2010

Page 3

 

(g) That the conduct of the parties to the Transaction Documents and their counsel complies with any requirement of good faith, fair dealing and conscionability and without notice or knowledge of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created by any of the Transaction Documents.

(h) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

(i) That the Bylaws, the Charter and the Resolutions have not been altered, amended, annulled, rescinded or revoked and remain in full force and effect on the date hereof.

(j) That the representations and warranties as to factual matters made by the parties to the Transaction Documents and pursuant thereto are correct.

(k) That the representations and warranties made by officers or members of the Company and the Guarantor as to factual matters made in the certificates delivered in connection with the Transaction Documents are correct.

(l) That the parties to the Transaction Documents have complied and will comply with their obligations under the Transaction Documents.

Based upon and subject to the foregoing, and in reliance on and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:

1. The Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Mississippi and is in good standing under such laws.

2. The Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantee and to carry out and perform its obligations under the terms of the Exchange Guarantee.

3. All corporate action on the part of the Guarantor, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Guarantee, and the performance by the Guarantor of its obligations under the Exchange Guarantee, has been taken.

We express no opinion as to the enforceability of any party’s obligations under any of the Transaction Documents.

The opinions expressed in this letter are given solely for the benefit of the Company and its successors and assigns, in connection with the transactions referred to herein and may not be quoted or relied on by, nor may copies be delivered, to any other person or used for any other purpose or any other transaction, without our prior written consent, subject to our consent to using this opinion as an exhibit to the Registration Statement. The opinions expressed in this letter are rendered as of the date hereof and are based on statutory and case law in effect as of the date hereof. We undertake no obligation to advise you of any change in any matters herein, whether legal or factual, after the date hereof.


June 9, 2010

Page 4

 

IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, unless specifically indicated otherwise, any tax advice contained in this communication was not intended or written to be used, and cannot be used, for the purposes of (1) avoiding tax-related penalties under the Internal Revenue Code, or (2) promoting, marketing or recommending to another party any tax-related matter addressed herein.

 

Very truly yours,
WATKINS LUDLAM WINTER & STENNIS, P.A.
By:  

/s/ Watkins Ludlam Winter & Stennis, P.A.

  Aileen S. Thomas, Shareholder
EX-5.2.8 8 dex528.htm OPINION OF LEWIS, RICE & FINGERSH, L.C. Opinion of Lewis, Rice & Fingersh, L.C.

Exhibit 5.2.8

[Letterhead of Lewis, Rice & Fingersh, L.C.]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, California 95816

 

  Re: The McClatchy Company – Exchange Notes

Ladies and Gentlemen:

We have acted as special Missouri counsel to The McClatchy Company, a Delaware corporation (the “Company”), and its Missouri subsidiaries, Belton Publishing Company, Inc., Cass County Publishing Company, HLB Newspapers, Inc., and Lee’s Summit Journal, Incorporated (each a “Subsidiary Guarantor” and, together with the Company and certain other subsidiary guarantors, the “Registrants”), in connection with the filing by the Registrants with the Securities and Exchange Commission of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors, certain other guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

In connection with this opinion, we have examined copies of the following:

D-1 Certificate of Good Standing, dated June 2, 2010, for Belton Publishing Company, Inc. from the Missouri Secretary of State;

D-2 Certificate of Good Standing, dated June 2, 2010, for Cass County Publishing Company from the Missouri Secretary of State;


D-3 Certificate of Good Standing, dated June 2, 2010, for HLB Newspapers, Inc. from the Missouri Secretary of State;

D-4 Certificate of Good Standing, dated June 2, 2010, for Lee’s Summit Journal, Incorporated from the Missouri Secretary of State.

(The documents in D-1 through D-4 above are referred to collectively as the “Certificates.”)

D-5 Action by Unanimous Written Consent of the Board of Directors of Belton Publishing Company, Inc., dated February 1, 2010;

D-6 Action by Unanimous Written Consent of the Board of Directors of Cass County Publishing Company, dated February 1, 2010;

D-7 Action by Unanimous Written Consent of the Board of Directors of HLB Newspapers, Inc., dated February 1, 2010;

D-8 Action by Unanimous Written Consent of the Board of Directors of Lee’s Summit Journal, Incorporated, dated February 1, 2010;

(The documents in D-5 through D-8 above are referred to collectively as the “Resolutions.”)

D-9 the Registration Statement;

D-10 the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors, certain other guarantors, and the initial purchasers listed therein;

D-11 the Indenture;

D-12 specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture

D-13 the other documents delivered by or on behalf of the Company, the Subsidiary Guarantors and the Trustee as of the date hereof in connection with the delivery of the Securities.

(The documents in D-9 through D-13 above are referred to collectively as the “Transaction Documents.”)

We have also examined such certificates, documents, and records as we deem relevant in rendering this opinion, including, but not limited to, the respective Certificates of Incorporation, Bylaws of each Subsidiary Guarantor, and the Secretary’s Certificate of each Subsidiary Guarantor and all Exhibits and Schedules attached thereto, executed in connection with the Transaction Documents. We have relied upon the certificates of public officials and corporate officers with respect to the accuracy of all matters contained therein.

 

2


For purposes of this opinion, we have assumed, without investigation: (1) the legal capacity of each natural person, except a Subsidiary Guarantor; (2) the full power and authority of each person, except a Subsidiary Guarantor, to execute, deliver and perform each document heretofore executed and delivered or hereafter to be executed and delivered, and to do each other act heretofore done or hereafter to be done by such person; (3) the due authorization, execution and delivery by each person, except a Subsidiary Guarantor, of each document heretofore executed and delivered or hereafter to be executed and delivered by such person; (4) the legality, validity, binding effect and enforceability as to each person of each document heretofore executed and delivered or hereafter to be executed and delivered, including the Transaction Documents, and of each other act heretofore done or hereafter to be done by such person; (5) the genuineness of each signature and the completeness of each document submitted to us as an original; (6) the conformity to the original of each document submitted to us as a copy; (7) the authenticity of the original of each document submitted to us as a copy; (8) no modification of any provision of any document nor waiver of any right or remedy; (9) no exercise of any right or remedy other than in a commercially reasonable and conscionable manner and in good faith; (10) that all parties to the Transaction Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents; (11) that in approving the Transaction Documents, the directors of each Subsidiary Guarantor acted in good faith and without violating their fiduciary requirements to the respective Subsidiary Guarantors; (12) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; and (13) that the Exchange Notes will be duly authenticated by the Trustee.

The opinions hereafter expressed are based upon: (1) our review of the Certificates, Resolutions, Certificates of Incorporation and Bylaws of each Subsidiary Guarantor, and Transaction Documents and (2) discussions with those of our attorneys who have knowledge of the matters contained herein. As to questions of fact material to our opinion which have not been independently established, we have relied upon, without independent verification, the accuracy of the relevant facts stated in certificates or comparable documents of the officers of the Subsidiary Guarantors and representations made in the Transaction Documents. Except as set forth herein, we have not undertaken any investigation to determine the existence or status of such matters nor have we made any independent investigations as to the accuracy or completeness of any representation, warranty, data or other information, written or oral, made or furnished by Subsidiary Guarantors to us. Although we have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, we confirm that we do not have any actual knowledge which has caused us to conclude that our reliance and assumptions set forth herein are unwarranted or that any information supplied in this letter is wrong. The term “actual knowledge” or words of similar import as used in this letter means the conscious awareness at the time this letter is delivered on the date it bears.

Our opinions contained herein are limited to the laws of the State of Missouri and the laws of the United States of America.

We express no opinion as to whether a subsidiary may guarantee or otherwise become liable for, or pledge its assets to secure, indebtedness incurred by its parent except to the extent such subsidiary may be determined to have received a benefit from the incurrence of such indebtedness by its parent, or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by parent are directly or indirectly made available to such subsidiary for its corporate purposes.

The opinions hereafter expressed are qualified to the extent that the validity of the authorization, execution or delivery of the Transaction Documents may be subject to or affected by: (1) any bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, receivership, moratorium or similar statute, regulation or other law affecting the enforcement of creditors’ rights and remedies; (2) the unavailability of, or any limitation on the availability of, any particular right or remedy (whether in a proceeding in equity or at law) because of general principles of equity; and (3) any fraudulent conveyance, preferential transfer, equitable subordination or similar law.

 

3


Use of the term “to our knowledge” and words of similar import means that, during the course of representation as described herein, no information has come to the attention of the attorneys involved in the transactions described herein which gave such attorneys actual knowledge of the existence of the matter as so qualified. Except as set forth herein, we have not undertaken any investigation to determine the existence or status of such matters nor have we made any independent investigations as to the accuracy or completeness of any representation, warranty, data or other information, written or oral, made or furnished by Subsidiary Guarantors.

These opinions are limited solely to the matters stated herein, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein.

Based upon the foregoing, we are of the opinion that:

 

1. Based solely upon the Certificates, each Subsidiary Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Missouri and is in good standing under such laws as of the respective dates of the Certificates.

 

2. Each Subsidiary Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantees to which it is a party and to carry out and perform its obligations under the terms of the Exchange Notes Guarantees to which it is a party.

 

3. All corporate action on the part of each Subsidiary Guarantor, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantees to which it is a party, and the performance by each Subsidiary Guarantor of its obligations under the Exchange Notes Guarantees to which it is a party, has been taken.

The opinions expressed in this opinion letter are limited solely to the matters stated herein, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein. In addition, each of the opinions expressed herein is subject to each of the following qualifications and limitations:

Q-1 The opinions expressed by us herein are expressly limited to the laws of the State of Missouri, and where applicable, the laws of the United States of America. We express no opinion concerning the applicability to any party or the Transaction Documents of national, state and local laws, rules, regulations, or ordinances of any other nation, state or jurisdiction to the extent the laws of any other state apply with respect to the opinions expressed herein, we have assumed that the laws of such other state are identical to the laws of the State of Missouri in all respects.

 

4


Q-2 Our opinions are subject to (1) limitations imposed by general principles of equity, and any fraudulent conveyance, preferential transfer, equitable subordination or similar law, and to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, and other laws relating to or affecting the rights of creditors generally; and (2) the unavailability of, or any limitation on the availability of, any particular right or remedy (whether in a proceeding in equity or at law) because of general principles of equity.

Our opinion is rendered solely for your benefit in connection with the Registration Statement. It may not be relied upon by, nor may copies be delivered to, any other person or used for any other purpose without our prior written consent. Our opinion is based upon a state of facts and the law existing and in effect on the date hereof, and we assume no obligation to, and will not, revise, supplement or update this opinion in any respect at any time subsequent to the date thereof.

 

Very truly yours,
/s/ Lewis, Rice & Fingersh, L.C.
Lewis, Rice & Fingersh, L.C.

 

5

EX-5.2.9 9 dex529.htm OPINION OF MCGUIRE WOODS LLP Opinion of McGuire Woods LLP

Exhibit 5.2.9

[Letterhead of McGuireWoods LLP]

June 9, 2010

The McClatchy Company

2100 Q Street

Sacramento, California 95816

The News and Observer Publishing Company, Inc.

Ladies and Gentlemen:

We have acted as special North Carolina counsel to The News and Observer Publishing Company, Inc., a North Carolina corporation (“The N&O”), in connection with the issuance by The McClatchy Company, a Delaware corporation and the parent of The N&O (the “Borrower”), of an aggregate of up to $875,000,000 in principal amount of the Borrower’s 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) and registration by the Borrower under the Securities Act of 1933, as amended (the “Securities Act”), of the Exchange Notes to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Borrower’s outstanding 11.50% Senior Secured Notes due 2017 upon the terms set forth in the registration statement and the letter of transmittal attached as an exhibit thereto filed by the Borrower and The N&O and the other subsidiaries of the Borrower with the Securities and Exchange Commission (the “Commission”) on Form S-4 (the “Registration Statement”). The N&O will guarantee the Borrower’s obligations under the Exchange Notes (the “Exchange Notes Guarantee”). The Exchange Notes and the Exchange Notes Guarantee will be issued pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Borrower, as issuer, The N&O and the other subsidiaries of the Borrower listed therein, as Subsidiary Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as trustee.

Documents Reviewed

In connection with this opinion letter, we have examined the following documents:

(a) the Indenture;

(b) the Registration Statement, in the form filed with the Commission;

(c) the Registration Rights Agreement dated February 11, 2010, by and among the Borrower, The N&O and the other subsidiaries of the Borrower listed therein and the initial purchasers listed therein; and


The McClatchy Company

June 9, 2010

Page 2

 

(d) specimens of the form of Exchange Notes and the Exchange Notes Guarantee, included as exhibits to the Indenture.

For purposes of this opinion, the documents referred to in items (a) through (d) above are referred to collectively as the “Subject Documents” and individually as a “Subject Document”.

In addition, we have examined and relied upon the following:

(i) a certificate from the secretary of The N&O certifying in each instance as to true and correct copies of (A) the articles of incorporation and bylaws of The N&O (collectively, the “Organizational Documents”) and resolutions of The N&O’s board of directors (the “Resolutions”), authorizing the transactions contemplated by the Subject Documents to be executed by The N&O and (B) the incumbency and specimen signatures of officers or other persons authorized to execute the Subject Documents on behalf of The N&O;

(ii) with respect to The N&O, a certificate of existence dated as of June 2, 2010, issued by the of Secretary of State of North Carolina (the “North Carolina SOS Certificate”); and

(iii) originals, or copies identified to our satisfaction as being true copies, of such records, documents and other instruments as we have deemed necessary for the purposes of this opinion letter.

Assumptions Underlying Our Opinions

For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

(a) Factual Matters. With regard to factual matters, to the extent that we have reviewed and relied upon (i) certificates of The N&O, (ii) representations of The N&O set forth in the Subject Documents and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate.

(b) Contrary Knowledge of Addressee. No addressee of this opinion letter has any actual knowledge that any of our factual assumptions or opinions is inaccurate.

(c) Signatures. The signatures of individuals (other than individuals signing on behalf of The N&O) signing the Subject Documents are genuine and authorized.

(d) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate and all documents submitted to us as copies conform to authentic original documents.

(e) Capacity of Certain Parties. All parties to the Subject Documents (other than The N&O) have the capacity and full power and authority to execute, deliver and perform the Subject Documents and the documents required or permitted to be delivered and performed thereunder.


The McClatchy Company

June 9, 2010

Page 3

 

(f) Subject Documents Binding on Certain Parties. Except with respect to The N&O, all of the Subject Documents and the documents required or permitted to be delivered thereunder have been duly authorized by all necessary corporate or other action on the part of the parties thereto, have been duly executed and delivered by such parties and are legal, valid and binding obligations enforceable against such parties in accordance with their terms.

(g) Consents for Certain Parties. All necessary consents, authorizations, approvals, permits or certificates (governmental and otherwise) that are required as a condition to the execution and delivery of the Subject Documents by the parties thereto (other than The N&O) and to the consummation by such parties of the transactions contemplated thereby have been obtained.

(h) Accurate Description of Parties’ Understanding. The Subject Documents accurately describe and contain the mutual understanding of the parties, and there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof.

(i) Operations. The N&O does not engage or propose to engage in any industry or business or activity, or own any property or asset, that causes or would cause it to be subject to special local, state or federal regulation not applicable to business corporations generally.

Our Opinions

Based on and subject to the foregoing and the other limitations, assumptions, qualifications and exclusions set forth in this opinion letter, we are of the opinion that:

1. Organizational Status. Based solely upon the North Carolina SOS Certificate, The N&O is a corporation in existence under the laws of the State of North Carolina.

2. Power and Authority. The N&O has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantee and to carry out and perform its obligations thereunder. All corporate action on the part of The N&O, its directors and shareholders necessary to authorize the execution and delivery of the Exchange Notes Guarantee, and the performance by The N&O of its obligations thereunder has been taken.

Exclusions

We call your attention to the following matters as to which we express no opinion:

(a) Fraudulent Transfer. The effect, if applicable, of fraudulent conveyance, fraudulent transfer, and preferential transfer laws and principles of equitable subordination.

(b) Jurisdiction, Venue, etc. Any agreement of The N&O in a Subject Document to submit to the jurisdiction of any specific federal or state court located in the State of North Carolina to waive any objection to the laying of the venue, to waive the defense of forum non


The McClatchy Company

June 9, 2010

Page 4

 

conveniens in any action or proceeding referred to therein, to waive trial by jury, to effect service of process in any particular manner or to establish evidentiary standards and any agreement of The N&O regarding the choice of law governing a Subject Document.

(c) Certain Laws. Federal securities laws or regulations, state securities and blue sky laws or regulations, federal and state banking laws and regulations, pension and employee benefit laws and regulations, federal and state environmental laws and regulations, federal and state tax laws and regulations, federal and state health and occupational safety laws and regulations, building code, zoning, subdivision and other laws and regulations governing the development, use and occupancy of real property, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other federal and state antitrust and unfair competition laws and regulations, the Assignment of Claims Act of 1940, and the effect of any of the foregoing on any of the opinions expressed.

(d) Local Ordinances. The ordinances, statutes, administrative decisions, orders, rules and regulations of any municipality, county, special district or other political subdivision of the State of North Carolina.

(e) Enforceability. The enforceability of any provisions of the Subject Documents.

Qualifications and Limitations Applicable to Our Opinions

The opinions set forth above are subject to the following qualifications and limitations:

(a) Applicable Law. The law covered by the opinions expressed herein is limited to the federal laws of the United States and the laws of the State of North Carolina. We express no opinion with regard to any matter that is or may be (or that purports to be) governed by the law of any other state or jurisdiction.

(b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally.

(c) No Duty to Update. Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof. This letter speaks only as of its date, and we expressly disclaim any obligation to update this opinion in the event of any change (regardless of whether it comes to our attention) in law or fact after the date of this letter. This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

(d) Incorporated Documents. The foregoing opinions do not relate to (and we have not reviewed) any documents or instruments other than the Subject Documents, and we express no opinion as to (i) such other documents or instruments (including, without limitation, any


The McClatchy Company

June 9, 2010

Page 5

 

documents or instruments referenced or incorporated in any of the Subject Documents), (ii) the interplay between the Subject Documents and any such other documents and instruments (other than the Organizational Documents), or (iii) any schedule, exhibit, appendix or like supplemental document referred to as attached to any Subject Document if so attached or in any manner altered after our review of such document.

(e) Limited Representation. We have not represented the Borrower or any of its affiliates (other than The N&O) in connection with drafting or negotiating the terms of the Subject Documents or the transactions to be consummated thereunder. Rather, our representation is limited to the issuance of this opinion letter.

Miscellaneous

The foregoing opinions are being furnished to The McClatchy Company for the purpose of being filed as an exhibit to the Registration Statement, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation.

 

Very truly yours,
/s/ McGuireWoods LLP
McGuireWoods LLP
EX-5.2.10 10 dex5210.htm OPINION OF EISENSTEIN & BOWER, LLP Opinion of Eisenstein & Bower, LLP

 

Exhibit 5.2.10

The McClatchy Company

June 9, 2010

Page 1

[Letterhead of Eisenstein & Bower, LLP]

June 9, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

  RE: The McClatchy Company and Nittany Printing and Publishing Company – Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as local counsel in the Commonwealth of Pennsylvania (the “Commonwealth of Pennsylvania”) to The McClatchy Company, a Delaware Corporation (the “Company”) and Nittany Printing and Publishing Company, a Pennsylvania Corporation (the “Subsidiary Guarantor” and together with the Company, the “Registrants”) with respect to the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by the Subsidiary Guarantor (the “Outstanding Guarantee”). The Registration Statement also covers issuance of the guarantee by the Subsidiary Guarantor of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantee”). The Exchange Notes and the Exchange Notes Guarantee to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantee were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the subsidiary guarantors named therein, including the Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Our opinion is based solely on our review of the Registration Statement in the form filed with the Commission, the following documents (collectively, the “Transaction Documents”), the Corporate Documents (as hereinafter defined) and such rules of law as we have deemed necessary to give this opinion:

(1) The Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the subsidiary guarantors named therein, including the Subsidiary Guarantor, and the initial purchasers listed therein.


The McClatchy Company

June 9, 2010

Page 2

 

(2) the Indenture

(3) the specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantee, included as exhibits to the Indenture.

We are members of the Commonwealth of Pennsylvania Bar, do not purport to be experts on or generally familiar with or qualified to express opinions based on the laws of any states other than the Commonwealth of Pennsylvania. We express no opinion herein concerning any laws other than the laws of the Commonwealth of Pennsylvania.

We have reviewed copies of: (i) a Certificate of Existence/Authority (the “Certificate of Good Standing”) for the Subsidiary Guarantor, dated as of June 3, 2010, issued by the Pennsylvania Secretary of State; (ii) the Articles of Incorporation of the Subsidiary Guarantor, dated September 1, 1903, as amended, (collectively, the “Charter”); (iii) the Bylaws of the Subsidiary Guarantor (the “Bylaws”); and (iv) Unanimous Consent of the Board of Directors of the Subsidiary Guarantor dated February 1, 2010, (the “Resolutions”) and together with the Certificate of Good Standing, the Charter, and the Bylaws, collectively, the “Corporate Documents”).

We have assumed, with your permission the following:

(a) The genuineness of all signatures on and the authenticity of all documents submitted to us as originals.

(b) The conformity to original documents of documents submitted to us as certified or photostatic copies.

(c) Any documents that are expressly governed by the laws of a state other than the Commonwealth of Pennsylvania pursuant to a provision in such document constitute the legal, valid, binding and enforceable obligations of the parties thereto under the laws of the jurisdiction chosen.

(d) Each of the parties to the Transaction Documents except for the Subsidiary Guarantor, (i) is duly organized and incorporated, (ii) is validly existing, (iii) is in good standing under the laws of the respective jurisdiction of its incorporation or its organization and (iv) has the full power and authority under the laws of the jurisdiction of its respective incorporation or organization to enter into the transactions contemplated by the Transaction Documents to which each is a party, to authorize, execute and deliver the Transaction Documents to which each is a party and to perform its respective duties, obligations and privileges expressed in the Transaction Documents executed by each.


The McClatchy Company

June 9, 2010

Page 3

 

(e) The Transaction Documents have been duly authorized, executed and delivered by the parties thereto except for the Subsidiary Guarantor, for reasonably equivalent value received by each such party and the Company and the Subsidiary Guarantor shall receive benefits and/or consideration for the Exchange Notes being issued by the Company under the Transaction Documents.

(f) That all natural persons except for the Subsidiary Guarantor, involved in the transactions contemplated by the Transaction Documents or any documents executed in connection with the Transaction Documents have sufficient legal capacity to enter into and perform their respective obligations under the Transaction Documents and to carry out their roles in the Transaction Document.

(g) That the conduct of the parties to the Transaction Documents and their counsel complies with any requirement of good faith, fair dealing and conscionability and without notice of knowledge of any defense against the enforcement of any rights created by, or adverse claim of any property or security interest transferred or created by any of the Transaction documents.

(h) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

(i) That the Bylaws, the Charter and the Resolutions have not been altered, amended, annulled, rescinded or revoked and remain in full force and effect on the date hereof.

(j) That the representations and warranties as to factual matters made by the parties to the Transaction Documents and pursuant thereto are correct.

(k) That the representations and warranties made by officers or members of the Company and the Subsidiary Guarantor as to factual matters made in the certificates delivered in connection with the Transaction Documents are correct.

(l) That the parties to the Transaction Documents have complied and will comply with their obligations under the Transaction Documents.

Based upon and subject to the foregoing, and in reliance on and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:

 

1. The Subsidiary Guarantor is a corporation duly incorporated and validly existing under the laws of the Commonwealth of Pennsylvania and is in good standing under such laws.

 

2. The Subsidiary Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantee and to carry out and perform its obligations under the terms of the Exchange Guarantee.


The McClatchy Company

June 9, 2010

Page 4

 

3. All corporate action on the part of the Subsidiary Guarantor, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Guarantee, and the performance by the Subsidiary Guarantor of its obligations under the Exchange Guarantee, has been taken.

 

4. The Indenture has been duly authorized, executed and delivered by the Subsidiary Guarantor.

Our opinion is subject to the following exceptions and limitations:

A. We express no opinion as to the enforceability of any Transaction Documents referenced hereinabove.

B. We express no opinion on the irrevocability of licenses or of powers of attorney regardless of whether “coupled with an interest”.

C. We express no opinion on the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally (including such limitations as may deny giving effect to waivers of a debtor’s or a subsidiary guarantor’s rights) and the effect of any statutory or other law regarding fraudulent conveyances.

D. If it were ever determined that any party to the Transaction Documents that is not qualified to do business in the Commonwealth of Pennsylvania was required to qualify to do business in the Commonwealth of Pennsylvania, then, such party would be precluded from enforcing its rights under the Transaction Documents in the courts of the Commonwealth of Pennsylvania until such time as it is admitted to transact business in the Commonwealth of Pennsylvania; however, the lack of qualification would not result in any waiver of rights or remedies pending such qualification.

The opinions expressed in this letter are given solely for the benefit of The McClatchy Company and Nittany Printing and Publishing Company, their successors and assigns, in connection with the transactions referred to herein and may not be quoted or relied on by, nor may copies be delivered to, any other person or used for any other purpose or any other transaction, without prior written consent, subject to the consent provided below regarding its use as an exhibit to the Registration Statement. All opinions expressed in this letter are rendered as of the date hereof and are based on statutory and case law in effect as of the date hereof. We undertake no obligation to advise you of any change in any matters herein, whether legal or factual, after the date hereof.


The McClatchy Company

June 9, 2010

Page 5

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act. This opinion letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date.

 

Very truly yours,
EISENSTEIN & BOWER, LLP
/s/ Eisenstein & Bower, LLP
By:   Jeffrey M. Bower, Esq.

JMB/gme

EX-5.2.11 11 dex5211.htm OPINION OF WYCHE, BURGESS, FREEMAN & PARHAM, P.A. Opinion of Wyche, Burgess, Freeman & Parham, P.A.

Exhibit 5.2.11

[Letterhead of Wyche, Burgess, Freeman & Parham, P.A.]

June 8, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

Re: Guarantees by South Carolina Subsidiaries of The McClatchy Company

Ladies and Gentlemen:

We have acted as South Carolina counsel to The McClatchy Company, a Delaware corporation (the “Company”), and the Company’s three South Carolina subsidiaries, which are The State Media Company f/k/a The State Publishing Company and Columbia State, Inc., East Coast Newspapers, Inc. and The Sun Publishing Company, Inc. (the “S. C. Subsidiaries”), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by the S.C. Subsidiaries (the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by the S.C. Subsidiaries of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.

We understand that the S.C. Subsidiaries are engaged solely in the publication of newspapers.


June 8, 2010

Page 2

 

In this capacity, and for purposes of rendering this opinion, we have examined copies of the following documents:

 

  1. The Indenture

 

  2. A specimen copy of an Exchange Note and the Exchange Notes Guarantees of the S. C. Subsidiaries, included as exhibits to the Indenture;

 

  3. Certificates of Existence dated on or about June 4, 2010, from the South Carolina Secretary of State for each of the S. C. Subsidiaries;

 

  4. Articles of Incorporation and By-Laws for each of the S. C. Subsidiaries;

 

  5. Corporate actions dated on or about February 1, 2010, concerning the election of directors and officers of the S. C. Subsidiaries; and

 

  6. Resolutions of each of the S. C. Subsidiaries dated on or about February 1, 2010, approving the Exchange Notes Guarantees,

in each instance sent to us by Wilson, Sonsini, Goodrich & Rosati, P.C. (“WSGR”), counsel to you. We have assumed the genuineness, accuracy, truthfulness, completeness and continuing validity of each of these documents and the matters described therein and not undertaken any independent investigation or confirmation of any documents or factual matters. We have further assumed that the S. C. Subsidiaries have received value in exchange for execution of the various documents executed by them.

The law covered by the opinions expressed herein is limited to the laws of the State of South Carolina. We express no opinion with regard to any matter that is or may be (or that purports to be) governed by the law of any other state, governmental entity or jurisdiction.

Based upon and subject to the foregoing and the comments, limitations, and qualifications set forth below, we are of the opinion that:

 

  1. Each S. C. Subsidiary is a corporation duly incorporated and validly existing under the laws of the State of South Carolina. Each has requisite corporate power and authority to own, lease and operate its properties and to carry on its business.

 

  2. Each S. C. Subsidiary has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantees and perform its respective obligations under the terms of the Exchange Notes Guarantees.

 

  3. All corporate action on the part of each S.C. Subsidiary, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantees, and the performance by such S.C. Subsidiary of its obligations under the Exchange Notes Guarantees, has been taken.


June 8, 2010

Page 3

 

No opinion is provided as to the enforceability or binding effect of any document. No opinion is given as to title of property or existence or priority of any lien. No opinion is given concerning any securities laws or matters.

Each of the opinions expressed above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance, receivership, and similar laws now or hereafter in effect relating to or limiting creditors’ rights or remedies generally and, also, general principles of equity, whether considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding may be brought.


June 8, 2010

Page 4

 

Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof. This letter speaks only as of its date, and we expressly disclaim any obligation to update this opinion in the event of any change (regardless of whether it comes to our attention) in law or fact after the date of this letter. This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered solely for your benefit in connection with the Registration Statement relating to the Exchange Notes Guarantees. This opinion may not be used or relied upon by any other person or for any other purpose without our prior written consent.

 

Sincerely yours,
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
By:  

/s/ Wyche, Burgess, Freeman & Parham, P.A.

  Member of the firm
EX-5.2.12 12 dex5212.htm OPINION OF HOLLAND & HART LLP Opinion of Holland & Hart LLP

Exhibit 5.2.12

[Letterhead of Holland & Hart LLP]

June 9, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

  Re:   The McClatchy Company – Registration Statement on Form S-4

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by The McClatchy Company, a Delaware corporation (the “Company”), and certain of the Company’s subsidiary guarantors, including Tribune Newsprint Company, a Utah corporation (the “Subsidiary Guarantor”), of a Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by certain of the Company’s subsidiary guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by, among others, the Subsidiary Guarantor of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantee” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Notes Guarantee to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

In connection with this opinion, we have examined copies of (a) the Articles of Incorporation and bylaws of the Subsidiary Guarantor, and (b) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantee, included as exhibits to the Indenture, and have made such other inquiries and investigations of law as we have deemed necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon certifications of an officer of the Secretary of the Subsidiary Guarantor and have not sought independently to verify such matters.


The McClatchy Company

June 9, 2010

Page 2

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Subsidiary Guarantor is a corporation validly existing under the laws of the State of Utah (the “State”).

2. The Subsidiary Guarantor has the requisite corporate power and authority to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantee.

3. All corporate action on the part of the Subsidiary Guarantor necessary for the authorization of the execution and delivery of the Exchange Notes Guarantee, and the performance by the Subsidiary Guarantor of its obligations under the Exchange Notes Guarantee, has been taken.

The opinions expressed herein are limited solely to the laws of the State. We have made no inquiry into, and we express no opinion as to:

1) the statutes, regulations, treaties, common laws or other laws of any other state or jurisdiction; or

2) the effect of, or compliance with, State tax, antitrust or securities laws, rules or regulations.

We express no opinion as to any matter other than as expressly set forth above, and no other opinion is intended to be implied or inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation hereby and disclaim any obligation to advise you of any change in law, facts or circumstances occurring after the date hereof pertaining to any matter referred to herein.

This opinion is provided as a legal opinion only, effective as of the date of this letter, and not as a guaranty or warranty of the matters discussed herein or as representations of fact. We understand that the addressee has made such independent investigations of the facts as the addressee deemed necessary, and that the determination of the extent of those investigations that are necessary has been made independent of this opinion letter.

This letter may not be published or quoted to, or filed with, any other person without our prior written consent, except that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,
/s/ Holland & Hart LLP
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