Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
March 19, 2021
Crown Castle International Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Crown Castle International Corp., a Delaware corporation (the “Company”), in connection with (i) the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (Registration No. 333-254500) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the Prospectus Supplement, dated March 19, 2021 (the “Prospectus Supplement”), of the Company, filed with the Commission and relating to the issuance and sale by the Company of shares of common stock (the “Shares”), par value $0.01 per share, of the Company, having an aggregate gross sales price up to $750,000,000. The Shares are proposed to be offered, issued and sold pursuant to the sales agreements, each dated March 19, 2021 (the “Sales Agreements”), between the Company and each of the sales agents named in Exhibit A hereto (collectively, the “Sales Agents”).
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 Restated By-laws of the Company; (c) the resolutions adopted by the Board of Directors of the Company on February 18, 2021 and by unanimous written consent of the Pricing Committee of the Board of Directors on March 15, 2021; and (d) 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.
In rendering this opinion, we have assumed, with your consent and without independent investigation or verification, 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 authentic original documents of all documents submitted to us as duplicates or copies.
