EX-5.1 8 a2150213zex-5_1.htm EXHIBIT 5.1

Exhibit 5.1

January 21, 2005

WMG Acquisition Corp.

75 Rockefeller Plaza

New York, NY 10019

 

Ladies and Gentlemen:

 

We have acted as counsel to WMG Acquisition Corp., a Delaware corporation (the “Company”), and to the guarantors listed on Schedule 1 hereto (individually, a “Covered Guarantor” and collectively, the “Covered Guarantors”) and the guarantor listed on Schedule II hereto (the “Excluded Guarantor” and together with the Covered Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $465,000,000 aggregate principal amount of 73/8% Senior Subordinated Notes due 2014 and £100,000,000 aggregate principal amount of 81/8% Senior Subordinated Notes due 2014 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities.  The Exchange Securities and the Guarantees will be issued under an indenture dated as of April 8, 2004 (the “Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  The Exchange Securities will be offered by the Company in exchange for $465,000,000 aggregate principal amount of its outstanding 73/8% Senior Subordinated Notes due 2014 and £100,000,000 aggregate principal amount of its outstanding 81/8% Senior Subordinated Notes due 2014 (the “Securities”).

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement.  We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.  As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates

 


 

or certified or conformed copies and the authenticity of the originals of such latter documents.  We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

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

1.  When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2.  When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Covered Guarantors enforceable against the Covered Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (1) the law of the State of California, (2) the law of the State of Wyoming and (3) the law of the State of Tennessee, we have relied upon (x) the opinion of Gelfand Stein & Wasson LLP, (y) the opinion of Holland & Hart LLP and (z) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, respectively, each dated the date hereof.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), and to the extent set forth herein the laws of the State of California, Wyoming and Tennessee.

 

2


 

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement.

Very truly yours,

 

SIMPSON THACHER & BARTLETT LLP

 

 

3


 

Schedule 1

Covered Guarantors

 

Subsidiary

 

Jurisdiction

 

 

 

A.P. Schmidt Company

 

Delaware

Atlantic Recording Corporation

 

Delaware

Atlantic/143 L.L.C.

 

Delaware

Atlantic/MR II INC.

 

Delaware

Atlantic/MR Ventures Inc.

 

Delaware

Big Beat Records Inc.

 

Delaware

Big Tree Recording Corporation

 

Delaware

Bute Sound LLC

 

Delaware

Cafe Americana Inc.

 

Delaware

Chappell & Intersong Music Group (Australia) Limited

 

Delaware

Chappell And Intersong Music Group (Germany) Inc.

 

Delaware

Chappell Music Company, Inc.

 

Delaware

Cota Music, Inc.

 

New York

Cotillion Music, Inc.

 

Delaware

CPP/Belwin, Inc.

 

Delaware

CRK Music Inc.

 

Delaware

E/A Music, Inc.

 

Delaware

Eleksylum Music, Inc.

 

Delaware

Elektra Entertainment Group Inc.

 

Delaware

Elektra Group Ventures Inc.

 

Delaware

Elektra/Chameleon Ventures Inc.

 

Delaware

Fiddleback Music Publishing Company, Inc.

 

Delaware

Foz Man Music LLC

 

Delaware

Inside Job, Inc.

 

New York

Intersong U.S.A., INC.

 

Delaware

Jadar Music Corp.

 

Delaware

Lava Trademark Holding Company LLC

 

Delaware

LEM America, INC.

 

Delaware

London-Sire Records Inc.

 

Delaware

McGuffin Music Inc.

 

Delaware

Mixed Bag Music, Inc.

 

New York

MM Investment Inc. (fka Warner Music Bluesky Holdings Inc.)

 

Delaware

NC Hungary Holdings Inc.

 

Delaware

New Chappell Inc.

 

Delaware

Nonesuch Records Inc.

 

Delaware

NVC International Inc.

 

Delaware

Octa Music, Inc.

 

New York

 


 

Penalty Records L.L.C.

 

New York

Pepamar Music Corp.

 

New York

Revelation Music Publishing Corporation

 

New York

Rhino Entertainment Company

 

Delaware

Rick’s Music Inc.

 

Delaware

Rightsong Music Inc.

 

Delaware

SR/MDM Venture Inc.

 

Delaware

Super Hype Publishing, Inc.

 

New York

T-Boy Music L.L.C.

 

New York

T-Girl Music L.L.C.

 

New York

The Rhythm Method Inc.

 

Delaware

Tommy Boy Music, Inc.

 

New York

Tommy Valando Publishing Group, Inc.

 

Delaware

Tri-Chappell Music Inc.

 

Delaware

TW Music Holdings Inc.

 

Delaware

Unichappell Music Inc.

 

Delaware

W.B.M. Music Corp.

 

Delaware

Walden Music, Inc.

 

New York

Warner Alliance Music Inc.

 

Delaware

Warner Brethren Inc.

 

Delaware

Warner Bros. Music International Inc.

 

Delaware

Warner Bros. Publications U.S. Inc.

 

New York

Warner Bros. Records Inc.

 

Delaware

Warner Domain Music Inc.

 

Delaware

Warner Music Discovery Inc.

 

Delaware

Warner Music Distribution Inc.

 

Delaware

Warner Music Group Inc.

 

Delaware

Warner Music Latina Inc.

 

Delaware

Warner Music SP Inc.

 

Delaware

Warner Sojourner Music Inc.

 

Delaware

Warner Special Products Inc.

 

Delaware

WarnerSongs Inc.

 

Delaware

Warner Strategic Marketing Inc.

 

Delaware

Warner-Elektra-Atlantic Corporation

 

New York

Warner/Chappell Music, Inc.

 

Delaware

Warprise Music Inc.

 

Delaware

WB Gold Music Corp.

 

Delaware

WBM/House of Gold Music, Inc.

 

Delaware

WBPI Holdings LLC

 

Delaware

WBR Management Services Inc.

 

Delaware

WBR/QRI Venture, Inc.

 

Delaware

WBR/Ruffnation Ventures, Inc.

 

Delaware

WBR/Sire Ventures Inc.

 

Delaware

We Are Musica Inc.

 

Delaware

WEA Europe Inc.

 

Delaware

 

 

2


 

 

WEA Inc.

 

Delaware

WEA International Inc.

 

Delaware

WEA Latina Musica Inc.

 

Delaware

WEA Management Services Inc.

 

Delaware

WEA Rock LLC

 

Delaware

WEA Urban LLC

 

Delaware

WMG Management Services Inc.

 

Delaware

WMG Trademark Holding Company LLC

 

Delaware

Berna Music, Inc.

 

California

FHK, INC.

 

Tennessee

Foster Frees Music, Inc.

 

California

Rodra Music, Inc.

 

California

Sea Chime Music, Inc.

 

California

Summy-Birchard, Inc.

 

Wyoming

Warner Custom Music Corp.

 

California

Warner-Tamerlane Publishing Corp.

 

California

WB Music Corp.

 

California

Wide Music, Inc.

 

California

 

 

 

 

3


 

 

Schedule 2

 

Excluded Guarantors

 

 

 

Subsidiary

 

Jurisdiction

 

 

 

Warner/Chappell Music (Services), Inc.

 

New Jersey