EX-5.1 2 a2228278zex-5_1.htm EX-5.1

Exhibit 5.1

 

[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]

 

April 15, 2016

 

Zayo Group, LLC
Zayo Capital, Inc.
1805 29
th Street, Suite 2050

Boulder, Colorado 80301

 

Re:

Zayo Group, LLC and Zayo Capital, Inc.

 

Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have acted as counsel to Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (together with the Company, the “Issuers”), and certain of the Company’s subsidiaries listed on Annex A hereto (the “Guarantors”), in connection with the preparation and 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”), the prospectus included therein, and the offering by the Issuers pursuant thereto of up to $550,000,000 aggregate principal amount of the Issuers’ 6.375% senior notes due 2025 (the “Exchange Notes”) and the guarantees by the Guarantors of the Issuers’ obligations under the Exchange Notes pursuant to the terms of the Indenture (the “Guarantees”), in exchange for a like principal amount of the Issuers’ outstanding 6.375% senior notes due 2025 (the “Outstanding Notes”).

 

The Outstanding Notes were issued pursuant to the Indenture (as supplemented, the “Indenture”), dated as of May 6, 2015, among the Issuers, the Guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

 

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) and such other documents, corporate records, certificates of officers of the Issuers and the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions.  In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.  To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that each of the Guarantors listed on Annex A, other than those Guarantors identified as a “Specified Guarantor”, is a validly existing

 



 

corporation or limited liability company or other entity in good standing under the laws of its state of formation, has all requisite corporate or other entity power to execute, deliver, and perform its obligations under the Documents to which it is a party; that the execution and delivery of such documents by each such party and the performance of its obligations thereunder have been duly authorized by all necessary corporate or other action; and do not violate any law, rule, regulation, order, judgment or decree applicable to each such party; and that such documents have been duly executed and delivered by each such party.  As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Issuers, the Guarantors and others.

 

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

 

1.              With respect to the Exchange Notes, when the Exchange Notes are executed and authenticated in accordance with the provisions of the Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, the Exchange Notes will constitute legal, valid, and binding obligations of the Issuers enforceable against the Issuers in accordance with their respective terms.

 

2.              With respect to the Guarantees, when the Exchange Notes are executed and authenticated in accordance with the provisions of the Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, the Guarantees will constitute legal, valid, and binding obligations of the Guarantors enforceable against such Guarantors in accordance with their respective terms.

 

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

 

A.            We render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the State of New York, (ii) for the purposes of paragraphs 1 and 2 above, the Delaware General Corporation Law and the Delaware Limited Liability Company Act, and (iii) for the purposes of paragraph 2 above, the California Corporations Code and the Texas Limited Liability Company Law.  This opinion is limited to the effect of the current state of the laws of the State of New York and, to the limited extent set forth above, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California Corporations Code and the Texas Limited Liability Company Law and the facts as they currently exist.  We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

 

B.            The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other

 

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laws regarding fraudulent transfers or preferential transfers, (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law and (iii) the provisions of Article VII of the Certificate of Incorporation of FiberNet Telecom, Inc.

 

C.            We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver  (whether or not stated as such) under the Documents of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any provision that would require payment of any unamortized original issue discount (including any original issue discount effectively created by payment of a fee); (vi) any purported fraudulent transfer “savings” clause; (vii) any provision in any Document waiving the right to object to venue in any court; (viii) any agreement to submit to the jurisdiction of any Federal court; (ix) any waiver of the right to jury trial or (x) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Gibson, Dunn & Crutcher LLP

 

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Annex A

 

GUARANTORS

 

Name

 

Form of Entity

 

Jurisdiction of
Formation

 

Specified
Guarantor

Zayo Colocation, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Zayo Professional Services, LLC

 

Limited Liability Company

 

Delaware

 

Yes

FiberNet Telecom, Inc.

 

Corporation

 

Delaware

 

Yes

Local Fiber, LLC

 

Limited Liability Company

 

New York

 

Yes

Fiberlink, LLC

 

Limited Liability Company

 

Illinois

 

No

USCarrier, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Access Communications, Inc.

 

Corporation

 

Minnesota

 

No

AboveNet Communications, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Colo Facilities Atlanta, LLC

 

Limited Liability Company

 

Georgia

 

No

Zayo Corelink Acquisition Sub, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Ideatek Systems, Inc.

 

Corporation

 

Kansas

 

No

Latisys SPV, Inc.

 

Corporation

 

California

 

Yes

Latisys-Ashburn, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Latisys-Ashburn Holdings Corp.

 

Corporation

 

Delaware

 

Yes

Latisys-Chicago, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Latisys-Chicago Holdings Corp.

 

Corporation

 

Delaware

 

Yes

Latisys Corp.

 

Corporation

 

Delaware

 

Yes

Latisys-Denver, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Latisys Holdings Corp.

 

Corporation

 

Delaware

 

Yes

 

A-1



 

Latisys-Irvine, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Latisys-Irvine Properties, LLC

 

Limited Liability Company

 

Delaware

 

Yes

Allstream Fiber U.S., Inc.

 

Corporation

 

Delaware

 

Yes

Clearview International, LLC

 

Limited Liability Company

 

Texas

 

Yes

CVMS Waco Data Partners, LLC

 

Limited Liability Company

 

Texas

 

Yes

 

A-2