EXHIBIT 5
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August 6, 2009
Telephone and Data Systems, Inc.
Suite 4000
30 N. LaSalle Street
Chicago, Illinois 60602
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Telephone and Data Systems, Inc., a Delaware corporation (the“Company”), and have represented the Company with respect to the Registration Statement onForm S-8 (the “Registration Statement”) being filed by the Company with the Securities andExchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the“Securities Act”), relating to the issuance and delivery of up to 50,000 Special Common Shares,par value $0.01 per share (the “Shares”), of the Company pursuant to the Company’sCompensation Plan for Non-Employee Directors (the “Plan”).
In rendering this opinion letter, we have examined and relied upon a copy of thePlan and the Registration Statement. We have also examined and relied upon originals, or copiesof originals certified to our satisfaction, of such agreements, documents, certificates and otherstatements of governmental officials and other instruments, and have examined such questions oflaw and have satisfied ourselves as to such matters of fact, as we have considered relevant andnecessary as a basis for this opinion letter. We have assumed the authenticity of all documentssubmitted to us as originals, the genuineness of all signatures, the legal capacity of all naturalpersons and the conformity with the original documents of any copies thereof submitted to us forour examination.
Based on the foregoing, and subject to the qualifications and limitations set forthbelow, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws ofthe State of Delaware; and
Sidley AustinLLPis a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
2. Each Share will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Share shall have been duly issued and delivered in the manner contemplated by the Plan; and (iii) a certificate representing such Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor (not less than the par value thereof) in accordance with the Plan.
We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or “Blue Sky” laws of the various states to the issuance and delivery of the Shares.
This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.
The following persons are partners in this Firm: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls the Company, the non-executive Chairman of the Board and member of the Board of Directors of the Company and a director of a subsidiary of the Company; William S. DeCarlo, the General Counsel of the Company and an Assistant Secretary of the Company and certain subsidiaries of the Company, and Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary of certain subsidiaries of the Company.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the related rules promulgated by the Commission.
Very truly yours,
/s/ SIDLEY AUSTIN LLP