Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
July 14, 2004
Alamosa (Delaware), Inc.
5225 S. Loop 289
Lubbock, Texas 79424
Re: Alamosa (Delaware), Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We are acting as special counsel to Alamosa (Delaware), Inc., a
Delaware corporation (the "Company"), in connection with the public offering of
$250,000,000 aggregate principal amount of the Company's 8 1/2% Senior Notes
due 2012 (the "Exchange Notes"). The Exchange Notes are to be issued pursuant to
an exchange offer (the "Exchange Offer") in exchange for a like principal
amount of the issued and outstanding 8 1/2% Senior Notes due 2012 of the Company
(the "Original Notes") under the Indenture, dated as of January 20, 2004 (the
"Indenture"), by and among the Company, the Guarantors listed on the signature
pages thereto and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Trustee"),
as contemplated by the Registration Rights Agreement, dated as of January 20,
2004 (the "Registration Rights Agreement"), by and among the Company, the
Guarantors listed on the signature pages thereto, UBS Securities LLC, Bear,
Stearns & Co. Inc. and Lehman Brothers Inc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-114592) relating to the Exchange Notes filed
with the U.S. Securities and Exchange Commission (the "Commission") on April 19,
2004 under the Act and Amendment No. 1 to the Registration Statement (as so
amended, the "Registration Statement") filed with the Commission on the date
hereof under the Act; (ii) an executed copy of the Registration Rights
Agreement; (iii) an executed copy of the Indenture; (iv) the Amended and
Restated Certificate of Incorporation of the Company, as certified by the
Secretary of State of the
Alamosa (Delaware), Inc.
July 14, 2004
Page 2
State of Delaware; (v) the Amended and Restated By-Laws of the Company,
certified by the Secretary of the Company as currently in effect; (vi) certain
resolutions adopted by the Board of Directors of the Company on January 13, 2004
relating to the Exchange Offer, the issuance of the Original Notes and the
Exchange Notes, the Indenture and related matters; (vii) the Form T-1 of the
Trustee filed as an exhibit to the Registration Statement; and (viii) the form
of the Exchange Notes. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect on such parties. As to any facts material to the
opinion expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Our opinion set forth herein is limited to Delaware corporate law and
the laws of the State of New York that are normally applicable to transactions
of the type contemplated by the Exchange Offer and, to the extent that judicial
or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-opined on law on the opinion herein stated.
Based upon and subject to the foregoing, and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective and (ii) the
Exchange Notes (in the form examined by us) have been duly executed and
authenticated in accordance with the terms of the Indenture and have been
delivered upon consummation of the Exchange Offer against receipt of Original
Notes surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Exchange Notes will constitute valid and binding obligations
of the
Alamosa (Delaware), Inc.
July 14, 2004
Page 3
Company, enforceable against the Company in accordance with their terms, except
to the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Company of the Exchange Notes and the performance
by the Company of its obligations thereunder do not and will not violate,
conflict with or constitute a default under any agreement or instrument to which
the Company or its properties is subject, except that we do not make this
assumption for those agreements and instruments which have been identified to us
by the Company as being material to it and which are listed in Part II of the
Registration Statement and we do not express any opinion as to whether the
execution, delivery or performance by the Company of the Exchange Notes will
constitute a violation of, or a default under, any covenant, restriction or
provision with respect to financial ratios or tests or any aspect of the
financial condition or results of operations of the Company or any of its
subsidiaries.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
