SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS One First National Plaza WASHINGTON, D.C.
------ Chicago, Illinois 60603 ------
LOS ANGELES Telephone 000 000 0000 LONDON
------ Facsimile 000 000 0000 ------
NEW YORK SINGAPORE
------
Founded 1866 TOKYO
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
October 22, 1998
Tribune Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Registration Statement on Form S-3
$500,000,000 Aggregate Initial Public
Offering Price of Debt Securities and
Warrants to Purchase Debt Securities
-------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Tribune Company, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the shelf
registration of $500,000,000 aggregate initial public offering price of the
Company's debt securities (the "Debt Securities") and warrants to purchase Debt
Securities (the "Warrants"). The Debt Securities are to be issued under the
Indenture dated as of January 1, 1997 (the "Indenture") between the Company and
Bank of Montreal Trust Company, as trustee (the "Trustee"). Any Warrants are to
be issued under a Warrant Agreement, the form of which was filed as Exhibit 4.3
to the Company's Registration Statement on Form S-3, Registration No. 33-45793
(each, a "Warrant Agreement").
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Debt Securities and the Warrants and have
examined such records, documents and questions of law, and satisfied ourselves
as to such matters of fact, as we have considered relevant and necessary as a
basis for this opinion.
SIDLEY & AUSTIN CHICAGO
Tribune Company
October 22, 1998
Page 2
Based on the foregoing, we are of the opinion that:
1. Each series of Debt Securities will be legally issued and binding
obligations of the Company (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general principles of
equity, regardless of whether enforceability is considered in a proceeding
in equity or at law) when: (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments), shall have
become effective under the Securities Act; (ii) a Prospectus Supplement
(including any Pricing Supplement) with respect to such series of Debt
Securities shall have been filed with the SEC pursuant to Rule 424 under
the Securities Act; (iii) the Company's Board of Directors or a duly
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of such series of Debt Securities as
contemplated by the Registration Statement and the Indenture; and (iv) such
series of Debt Securities shall have been duly executed and authenticated
as provided in the Indenture and such resolutions and shall have been duly
delivered to the purchasers thereof against payment of the agreed
consideration therefor.
2. Each issue of Warrants will be legally issued and binding
obligations of the Company (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general principles of
equity, regardless of whether enforceability is considered in a proceeding
in equity or at law) when: (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments), shall have
become effective under the Securities Act and a Warrant Agreement relating
to such issue of Warrants shall have been duly executed and delivered by
the Company and the Warrant Agent named in such Warrant Agreement; (ii) a
Prospectus Supplement (including any Pricing Supplement) with respect to
such issue of Warrants shall have been filed with the SEC pursuant to Rule
424 under the Securities Act; (iii) the Company's Board of Directors or a
duly authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of such issue of Warrants as contemplated
by the Registration Statement and such Warrant Agreement; and (iv) such
issue of Warrants shall
SIDLEY & AUSTIN CHICAGO
Tribune Company
October 22, 1998
Page 3
have been duly executed and countersigned as provided in such Warrant
Agreement and such resolutions and shall have been duly delivered to the
purchasers thereof against payment of the agreed consideration therefor.
This opinion letter is limited to the General Corporation Law of the
State of Delaware, the laws of the State of Illinois and the federal laws of the
United States of America.
For the purposes of this opinion letter, we have assumed that, at the
time of the issuance, sale and delivery of each series of Debt Securities or
each issue of Warrants, as the case may be: (i) the authorization thereof by
the Company will not have been modified or rescinded, and there will not have
occurred any change in law affecting the validity, legally binding character or
enforceability thereof; (ii) in the case of the issue of Debt Securities, the
Indenture will not have been modified or amended; (iii) in the case of the issue
of Warrants, the terms and conditions of such Warrants and the related Warrant
Agreement will be as expressly contemplated by the Registration Statement; and
(iv) the Certificate of Incorporation and By-laws of the Company, as currently
in effect, will not have been modified or amended and will be in full force and
effect.
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia to
sales of the Debt Securities or the Warrants.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement and to the reference to our firm included under
the caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act or the related Rules promulgated by the SEC.
Very truly yours,
Xxxxxx & Austin
