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Exhibit 99.5

WMG ACQUISITION CORP.
OFFER TO EXCHANGE
ALL OUTSTANDING PRIVATELY PLACED 7³/8% SENIOR SUBORDINATED NOTES DUE 2014
FOR AN EQUAL AMOUNT OF ITS 7³/8% SENIOR SUBORDINATED NOTES DUE 2014
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED

                        , 2005

To Our Clients:

        Enclosed for your consideration are a Prospectus, dated                        , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal for the Dollar Notes (the "Dollar Notes Letter of Transmittal"), relating to the offer (the "Dollar Notes Exchange Offer") by WMG Acquisition Corp. (the "Company") and certain subsidiaries of the Company (the "Guarantors") to exchange its 7³/8% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Dollar Exchange Notes") for each of its outstanding 7³/8% Senior Subordinated Notes due 2014 (the "Dollar Outstanding Notes" and together with the Dollar Outstanding Notes, the "Dollar Notes") upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Dollar Notes Letter of Transmittal. The terms of the Dollar Notes Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Dollar Outstanding Notes for which they may be exchanged pursuant to the Dollar Exchange Offer, except that the Dollar Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Dollar Notes Letter of Transmittal. The Dollar Outstanding Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the Dollar Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Dollar Notes Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Dollar Exchange Notes issued in the Dollar Notes Exchange Offer in exchange for the Old Guarantees of the Dollar Outstanding Notes for which such Dollar Notes Exchange Notes are issued in the Dollar Notes Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Dollar Notes Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Dollar Exchange Notes" include the related New Guarantees and references to the "Dollar Outstanding Notes" include the related Old Guarantees. The Company will accept for exchange any and all Dollar Outstanding Notes properly tendered according to the terms of the Prospectus and the Dollar Notes Letter of Transmittal. Consummation of the Dollar Notes Exchange Offer is subject to certain conditions described in the Prospectus.

        PLEASE NOTE THAT THE DOLLAR NOTES EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON                        , 2005 (THE "EXPIRATION DATE"), UNLESS THE COMPANY EXTENDS THE DOLLAR NOTES EXCHANGE OFFER.

        The enclosed materials are being forwarded to you as the beneficial owner of the Dollar Outstanding Notes held by us for your account but not registered in your name. A tender of such Dollar Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Dollar Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Dollar Outstanding Notes in the Dollar Notes Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Dollar Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Dollar Notes Letter of Transmittal. If you wish to have us tender any or all of your Dollar Outstanding Notes, please so instruct us by completing, signing and returning to us the "Instructions to Registered Holder from Beneficial Owner" form that appears below. We urge you to read the Prospectus and the Dollar Notes Letter of Transmittal carefully before instructing us as to whether or not to tender your Dollar Outstanding Notes.

        The accompanying Dollar Notes Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Dollar Outstanding Notes held by us and registered in our name for your account or benefit.

        If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Dollar Notes Letter of Transmittal, we will not tender any of the Dollar Outstanding Notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

        The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                        , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal for the Dollar Notes (the "Dollar Notes Letter of Transmittal"), relating to the offer (the "Dollar Notes Exchange Offer") by WMG Acquisition Corp. (the "Company") and certain subsidiaries of the Company (the "Guarantors") to exchange its 7³/8% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Dollar Exchange Notes") for each of its outstanding 7³/8% Senior Subordinated Notes due 2014 (the "Dollar Outstanding Notes" and together with the Dollar Exchange Notes, the "Dollar Notes"), upon the terms and subject to the conditions set forth in the Prospectus and the Dollar Notes Letter of Transmittal. Capitalized terms used by not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, to tender the principal amount of the Dollar Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Dollar Notes Letter of Transmittal.

Principal Amount Held for
Account Holder(s)
Principal Amount to be Tendered*

*

Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

        If the undersigned instructs you to tender the Dollar Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Dollar Notes Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Dollar Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Dollar Exchange Notes, (iii) is acquiring the Dollar Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Dollar Outstanding Notes acquired for its own account directly from the Company. If a holder of the Dollar Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the Dollar Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Dollar Exchange Notes or has any arrangement or understanding with respect to the distribution of the Dollar Exchange Notes to be acquired pursuant to the Dollar Notes Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated: , 2005

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number
	(Please include Area Code)

Tax Identification Number or Social Security Number:

My Account Number With You:

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Exhibit 99.5

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER