Exhibit 5.1
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30 ROCKEFELLER TEL +1 FAX +1 |
ABU DHABI |
HOUSTON |
July 23, 2014
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Re: Liberty Media Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being furnished in connection with the filing by Liberty Media Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company has requested our opinion concerning the status under Delaware law of the 3,000,000 shares (the “Shares”) of the Company’s Series C common stock, par value $.01 per share (the “Series C Common Stock”), included in the Registration Statement, that may be purchased pursuant to the terms of the Liberty Media 401(k) Savings Plan (the “Plan”).
For purposes of our opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1. Restated Certificate of Incorporation of the Company, as currently in effect;
2. Bylaws of the Company, as currently in effect;
3. Resolutions of the Company’s Board of Directors authorizing the issuance of the Shares pursuant to the terms of the Plan and the preparation and filing of the Registration Statement under the Securities Act; and
4. The Plan.
In our examination, 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 copies and the authenticity of the originals of such copies. We have also assumed that: (i) all of the Shares will be issued for the consideration permitted under the Plan as currently in effect, and none of such Shares will be issued for less than $.01 per share; (ii) all actions required to be taken under the Plan by the Board of Directors of the Company (or any committee thereof) have been or will be taken by the Board of Directors of the Company (or any committee thereof); and (iii) at the time of issuance of the Shares under the Plan, the Company shall continue to have sufficient authorized and unissued shares of Series C Common Stock reserved for issuance thereunder.