Exhibit 5.1
[Letterhead of]
C R A V A T H, S W A I N E & M O O R E L L P
[New York Office]
August 15, 2019
Crown Castle International Corp.
$550,000,000 3.100% Senior Notes due 2029
$350,000,000 4.000% Senior Notes due 2049
Ladies and Gentlemen:
We have acted as counsel to Crown Castle International Corp., a Delaware corporation (the “Company”), in connection with the Prospectus Supplement, dated August 1, 2019 (the “Prospectus Supplement”), of the Company, filed with the Commission and relating to the issuance and sale by the Company of $550,000,000 aggregate principal amount of the Company’s 3.100% Senior Notes due 2029 and $350,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2049 (together, the “Notes”). The Notes will be issued under the indenture dated as of February 11, 2019 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of August 15, 2019 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee, in accordance with the Underwriting Agreement, dated August 1, 2019 (the “Underwriting Agreement”), among Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., RBC Capital Markets LLC and SunTrust Robinson Humphrey, Inc., as Representatives of the several Underwriters listed on Schedule I thereto (the “Underwriters”), and the Company.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Restated Certificate of Incorporation of the Company; (b) the Amended and RestatedBy-laws of the Company; (c) the resolutions adopted by the Board of Directors of the Company on February 16, 2017; (d) the resolutions adopted by the Board of Directors of the Company on July 29, 2019; (e) the Registration Statement; and (f) the Indenture and the forms of Notes included therein. As to various questions of fact