Exhibit 5.1
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December 6, 2023
Crown Castle Inc.
$750,000,000 5.600% Senior Notes due 2029
$750,000,000 5.800% Senior Notes due 2034
Ladies and Gentlemen:
We have acted as counsel to Crown Castle Inc., a Delaware corporation (the “Company”), in connection with the Prospectus Supplement, dated December 6, 2023 (the “Prospectus Supplement”), of the Company, filed with the Securities and Exchange Commission (the “Commission”) and relating to the issuance and sale by the Company of $750,000,000 aggregate principal amount of the Company’s 5.600% Senior Notes due 2029 and $750,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due 2034 (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 Tenth Supplemental Indenture dated as of December 6, 2023 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee, in accordance with the Underwriting Agreement, dated December 4, 2023 (the “Underwriting Agreement”), among J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, 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 Restated By-laws of the Company; (c) the resolutions adopted by the Board of Directors of the Company on February 18, 2021; (d) the resolutions adopted by unanimous written consent of the Board of Directors of the Company on December 1, 2023; (e) the Registration Statement on Form S-3 (Registration No. 333-254500), filed with the Commission on March 19, 2021 (the “Registration Statement”), with respect to registration under the Securities Act of 1933, as amended (the “Act”), of an unlimited aggregate amount of various securities of the Company, to be issued from time to time by the Company; and (f) the Indenture and the forms of Notes included therein. 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, (a) 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 and (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee.
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