EXHIBIT 5.5
Watkins Ludlam Winter & Stennis, P.A.
633 N. State Street
Jackson, MS 39202
April 8, 2003
American Towers, Inc.
116 Huntington Avenue
Boston, Massachusetts 02116
Re: MHB Tower Rentals of America, LLC/State of Mississippi
Ladies and Gentlemen:
We have acted as special Mississippicounsel to American Towers, Inc., a Delaware corporation (“American Towers”) and its subsidiary, MHB Tower Rentals of America, LLC, a Mississippi limited liability company, formerly known as Communisite Tower Rentals of America, L.L.C. (“MHB Tower Rentals”) in connection with the offer to exchange up to $808,000,000 aggregate principal amount at maturity of American Towers’ 12.25% Senior Subordinated Discount Notes due 2008 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $808,000,000 aggregate principal amount at maturity of American Towers’ outstanding 12.25% Senior Subordinated discount Notes due 2008, which have not been registered under the Securities Act (the “Old Notes”). The Old Notes were issued by American Tower Escrow Corporation (the “Escrow Corp.”) and, as of the consummation of the Escrow Corp. Merger (as defined below), are guaranteed by the Guarantors under an indenture dated as of January 29, 2003 (the “Indenture”) between the Escrow Corp., the Guarantors and The Bank of New York, as trustee (the “Trustee”). On February 27, 2003, the Escrow Corp. was merged with and into American Towers (the “Escrow Corp. Merger”) and American Towers became the successor obligor under the Old Notes and assumed all of the Escrow Corp.’s obligations under the Old Notes pursuant to the Indenture. The New Notes will be issued by American Towers and guaranteed (each a “Guarantee” and collectively, the “Guarantees”) by the Guarantors under the Indenture. The New Notes are to be offered and exchanged for the Old Notes in the manner described in the Registration Statement. All terms not otherwise defined herein shall have the meanings set forth in the Indenture.
We have been retained by American Towers and MHB Tower Rentals solely for the purpose of rendering the opinions expressed below and did not participate in the negotiation of the Registration Statement or any of the documents referenced therein or given in connection therewith. Accordingly, our opinion is based solely on our review of the following documents and such rules of law as we have deemed necessary to give this opinion, (the following documents are hereinafter collectively referred to as the “Documents”):
| (a) | Certificate of Existence/Authority for MHB Tower Rentals issued by the Mississippi Secretary of State on April 1, 2003; |
| (b) | Certificate of MHB Tower Rentals, dated January 29, 2003; |
| (c) | Certificate of Formation for MHB Tower Rentals filed with the Mississippi Secretary of State on January 25, 1999; and |
| (d) | Amended and Restated Limited Liability Company Agreement for MHB Tower Rentals effective as of May 1, 2001. |
We are members of the Mississippi State Bar, do not purport to be experts on or generally familiar with or qualified to express opinions based on the laws of any states other than the State of Mississippi. We express no opinion herein concerning any laws other than the laws of the State of Mississippi (the “State”).
We have assumed, with your permission the following:
A. The genuineness of all signatures on and the authenticity of all documents submitted to us as originals.
B. The conformity to original documents of documents submitted to us as certified or photostatic copies.
C. ATC South LLC is the sole member of MHB Tower Rentals.
D. American Towers is the sole member of ATC South LLC.
E. American Towers, as the sole member and manager of ATC South LLC, and ATC South LLC, as the sole member of MHB Tower Rentals, are each validly existing under the laws of the state of their formation and are each duly authorized to execute the Documents and the Guarantee for and on behalf of MHB Tower Rentals.
Based on the foregoing, and in reliance thereon and subject to the assumptions, qualifications, exceptions and limitations set forth in this opinion, we are of the opinion that:
1. MHB Tower Rentals is a Mississippi limited liability company, is validly existing under the laws of the State, with full power and authority to execute, deliver and perform the Guarantee.
2. The execution, delivery and performance of the Guarantee by MHB Tower Rentals has been duly authorized by all necessary limited liability company action on the part of MHB Tower Rentals.
3. The execution and delivery by MHB Tower Rentals of the Guarantee and the performance by MHB Tower Rentals of its obligations thereunder do not require the consent, approval, authorization or other order of, or registration or filing, with any court, regulatory body, administrative agency or other governmental agency or body in the State, except as may be required under the securities laws of the State.
The opinions expressed in this letter are given solely for the benefit of the addressee hereto and their counsel, Palmer & Dodge LLP, in connection with the transactions referred to herein and may not be quoted or relied on by, nor may copies be delivered, to any other person or used for any other purpose or any other transaction, without our prior written consent. The opinions expressed in this letter are rendered as of the date hereof and are based on statutory and case law in effect as of the date hereof. We undertake no obligation to advise you of any change in any matters herein, whether legal or factual, after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus contained therein.
Very truly yours, | ||
/s/ WATKINS LUDLAM WINTER & STENNIS, P.A | ||
2