November
13, 2008
The
Washington Post Company
Registration
Statement on Form S-3
Ladies
and Gentlemen:
We have acted as counsel to The
Washington Post Company, a Delaware company (the “Company”), in
connection with the preparation and filing with the Securities and Exchange
Commission (the “Commission”) of a
Registration Statement on Form S-3 (Registration No. 333-) (the “Registration
Statement”) under the Securities Act of 1933 (the “Securities Act”)
relating to the registration under the Securities Act and the proposed issuance
and sale from time to time pursuant to Rule 415 under the Securities Act of
senior unsecured debt of the Company (the “Debt Securities”) to
be issued under an indenture dated as of February 17, 1999, between the Company
and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The
First National Bank of Chicago) (the “Trustee”), as amended
by the First Supplemental Indenture, dated as of September 22, 2003 among the WP
Company LLC, the Company and the Trustee (such indenture, as so amended and
supplemented by the First Supplemental Indenture and any subsequent supplemental
indenture necessary to issue any Debt Securities, is referred to herein as the
“Indenture”).
In connection with this opinion, we
have examined originals, or copies certified or otherwise identified to our
satisfaction, of such corporate records, certificates of corporate officers and
government officials and such other documents as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the amended
and restated Certificate of Incorporation of the Company; (b) the amended
and restated By-laws of the Company; (c) resolutions adopted by the board
of directors of the Company on November 13, 2008; (d) the Registration
Statement; and (e) the Indenture to be filed as an exhibit to the
Registration Statement. As to various questions of fact material to
this opinion, we have relied upon representations of officers or directors of
the Company and documents furnished to us by the Company without independent
verification of their accuracy. We have also assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all documents
submitted to us as copies.
Based upon and subject to the
foregoing, and assuming that (i) the Registration Statement and any
supplements and amendments thereto (including post-effective amendments) will
have become effective and will comply with all applicable laws; (ii) the
Registration Statement will be effective and will comply with all applicable
laws at the time the Debt Securities are offered or issued as contemplated by
the Registration Statement; (iii) a prospectus supplement will have been
prepared and filed with the Commission describing the Debt Securities offered
thereby and will comply with all applicable laws; (iv) all Debt Securities
will be issued and sold in compliance with all applicable federal and state
securities laws and in the manner stated in the Registration Statement and the
appropriate prospectus supplement; (v) none of the terms of any Debt
Security to be established subsequent to the date hereof, nor the issuance and
delivery of such Debt Security, nor the compliance by the Company with the terms
of such Debt Security will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) a definitive purchase, underwriting
or similar agreement and any other necessary agreement with respect to any Debt
Securities, including any supplemental indenture related thereto, offered or
issued will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto, we are of opinion that:
1. The Debt Securities to be
issued under the Indenture, when (A) the Trustee is qualified to act as
Trustee under the Indenture, (B) the Trustee has duly executed and
delivered the Indenture, (C) the Indenture has been duly authorized and
validly executed and delivered by the Company to the Trustee (D) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (E) the board of directors of the Company, a duly constituted and
acting committee thereof or any officers of the Company delegated such authority
(such board of directors, committee or officers being hereinafter referred to as
the “Board”) has taken all necessary corporate action to approve the issuance
and terms of a particular series of Debt Securities, the terms of the offering
thereof and related matters, and (F) such Debt Securities have been duly
executed, authenticated, issued, and delivered in accordance with the provisions
of the Indenture and the applicable definitive purchase, underwriting, or
similar agreement, including any supplemental indenture related thereto,
approved by the Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be validly issued and will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, or other similar laws
affecting creditors’ rights generally from time to time in effect and subject to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
such enforceability is considered in a proceeding in equity or at
law);
We are admitted to practice only in the
State of New York and express no opinion as to matters governed by any laws
other than the laws of the State of New York and the Delaware General
Corporation Law and the Federal laws of the United States of
America.
We understand that we may be referred
to as counsel who has passed upon the validity of the Debt Securities on behalf
of the Company, in the prospectus and in a supplement to the prospectus forming
a part of the Registration Statement on Form S-3 relating to the Debt Securities
filed with the Commission pursuant to the Securities Act, and we hereby consent
to such use of our name in said Registration Statement and to the use of this
opinion for filing with said Registration Statement as Exhibit 5
thereto. In giving this consent, we do not hereby 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/
Cravath, Swaine & Moore LLP
The
Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
Attention
of Veronica Dillon
O