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Filing tables
Filing exhibits
- S-3ASR Automatic shelf registration
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.52 Exhibit 3.52
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
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- 3.194 Exhibit 3.194
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- 3.196 Exhibit 3.196
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- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 3.203 Exhibit 3.203
- 3.204 Exhibit 3.204
- 3.205 Exhibit 3.205
- 3.206 Exhibit 3.206
- 3.207 Exhibit 3.207
- 3.208 Exhibit 3.208
- 3.209 Exhibit 3.209
- 3.210 Exhibit 3.210
- 3.211 Exhibit 3.211
- 3.212 Exhibit 3.212
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- 3.215 Exhibit 3.215
- 3.216 Exhibit 3.216
- 3.217 Exhibit 3.217
- 3.218 Exhibit 3.218
- 3.219 Exhibit 3.219
- 3.220 Exhibit 3.220
- 3.221 Exhibit 3.221
- 3.222 Exhibit 3.222
- 3.223 Exhibit 3.223
- 3.244 Exhibit 3.244
- 3.245 Exhibit 3.245
- 3.248 Exhibit 3.248
- 3.249 Exhibit 3.249
- 3.250 Exhibit 3.250
- 3.251 Exhibit 3.251
- 3.252 Exhibit 3.252
- 3.253 Exhibit 3.253
- 3.254 Exhibit 3.254
- 3.255 Exhibit 3.255
- 3.256 Exhibit 3.256
- 3.257 Exhibit 3.257
- 3.258 Exhibit 3.258
- 3.259 Exhibit 3.259
- 3.260 Exhibit 3.260
- 3.261 Exhibit 3.261
- 3.262 Exhibit 3.262
- 3.263 Exhibit 3.263
- 3.264 Exhibit 3.264
- 3.265 Exhibit 3.265
- 3.266 Exhibit 3.266
- 3.267 Exhibit 3.267
- 3.268 Exhibit 3.268
- 3.269 Exhibit 3.269
- 3.270 Exhibit 3.270
- 3.271 Exhibit 3.271
- 3.272 Exhibit 3.272
- 3.273 Exhibit 3.273
- 3.274 Exhibit 3.274
- 3.275 Exhibit 3.275
- 3.276 Exhibit 3.276
- 3.277 Exhibit 3.277
- 3.278 Exhibit 3.278
- 3.279 Exhibit 3.279
- 3.280 Exhibit 3.280
- 3.281 Exhibit 3.281
- 3.282 Exhibit 3.282
- 3.283 Exhibit 3.283
- 3.284 Exhibit 3.284
- 3.285 Exhibit 3.285
- 3.286 Exhibit 3.286
- 3.287 Exhibit 3.287
- 3.288 Exhibit 3.288
- 3.289 Exhibit 3.289
- 3.290 Exhibit 3.290
- 5.1 Exhibit 5.1
- 5.2 Exhibit 5.2
- 5.3 Exhibit 5.3
- 23.4 Exhibit 23.4
- 23.5 Exhibit 23.5
- 25.1 Exhibit 25.1
- 25.2 Exhibit 25.2
Associated filings
- 13 Jan 21 424B5 Prospectus supplement for primary offering
- 11 Jan 21 424B5 Prospectus supplement for primary offering
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28 Sep 20 S-3ASR Automatic shelf registration
MetroPCS Pennsylvania similar filings
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Exhibit 5.2
900 West 48th Place, Suite 900, Kansas City, Missouri, 64112 • 816.753.1000
September 25, 2020
Board of Directors
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special local counsel to those certain subsidiaries of T-Mobile US, Inc., a Delaware corporation (the “Parent”), listed on Schedule A hereto (the “Opinion Guarantors”) in connection with the filing by the Parent, T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), and certain subsidiaries of T-Mobile (including the Opinion Guarantors) of a registration statement on Form S-3, as it may be amended from time to time (the “Registration Statement”), with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (a) the proposed public offering of an indeterminate amount of one or more series of the following securities: (i) senior or subordinated debt securities of T-Mobile (the “Primary Debt Securities”), which may be issued pursuant to either of the Indenture, dated as of April 28, 2013 among T-Mobile, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (the “Unsecured Notes Indenture”) or the Indenture, dated as of April 9, 2020 by and among T-Mobile, the Parent and Deutsche Bank Trust Company Americas, as trustee (the “Secured Notes Indenture”, and each of the Unsecured Notes Indenture and the Secured Notes Indenture, an “Indenture”, and collectively, the “Indentures”); and (ii) guarantees of the Primary Debt Securities (the “Primary Guarantees”) by one or more of the Parent and T-Mobile’s subsidiary guarantors, including the Opinion Guarantors, registered under the Registration Statement (the “Guarantors”), all of which may be sold from time to time and on a delayed basis, as set forth in the primary offering prospectus which forms a part of the Registration Statement (the “Base Prospectus”), and as to be set forth in one or more supplements to the Base Prospectus (each, a “Prospectus Supplement”); and (b) the proposed resale under the Registration Statement of outstanding notes of T-Mobile (the “Notes”) held by Deutsche Telekom AG, guaranteed on a senior unsecured basis (the “Existing Guarantees”) by certain of the Guarantors (including the Opinion Guarantors), as set forth in the resale prospectus which forms a part of the Registration Statement (the “Resale Prospectus”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
polsinelli.com |
Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York Phoenix St. Louis San Francisco Seattle Silicon Valley Washington, D.C. Wilmington Polsinelli PC, Polsinelli LLP in California |
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Opinion Guarantors, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such parties have duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments have been duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of all parties thereto. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, including all statements in certificates of public officials and officers of the Opinion Guarantors that we reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For purposes of paragraphs 1 and 2 of this opinion letter, we have assumed that (i) the offering, issuance, sale, execution, delivery and definitive terms of any Primary Guarantees of the Opinion Guarantors to be offered from time to time will have been duly authorized and established by proper action of the board of directors, or the sole member, as the case may be, of each of the Opinion Guarantors (the “Future Authorization”) consistent with the procedures and terms described in the Registration Statement and in accordance with each Opinion Guarantor’s (a) certificate of incorporation, articles of incorporation, certificate of formation, articles of organization, or equivalent formation document, and (b) bylaws, limited liability company agreement or equivalent governing document, and, for each Opinion Guarantor, the law applicable to corporations or limited liability companies, as the case may be, of such Opinion Guarantor’s state of incorporation or organization, as the case may be, designated on Schedule A hereto (the “Opinion Jurisdiction”), in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on each Opinion Guarantor or otherwise impair the legal or binding nature of the obligations represented by the Primary Guarantees; (ii) at the time of offer, issuance, sale, execution and delivery of any Primary Guarantees, the Registration Statement will have become effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) any documentation creating or evidencing the Primary Guarantees will be executed by a duly authorized officer of each Opinion Guarantor; (iv) any documentation creating or evidencing the Primary Guarantees will be executed and delivered by the parties thereto as contemplated by the applicable Indenture and, as applicable, any supplemental indenture, and in accordance with the terms of the applicable Future Authorization and the applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable Prospectus Supplement; (v) the Parent will receive lawful consideration for the Primary Debt Securities and related Primary Guarantees; and (vi) each Opinion Guarantor will remain validly existing under the laws of its Opinion Jurisdiction.
This opinion letter is based as to matters of law solely on the applicable provisions of the laws of the State of Colorado, the State of Georgia, the State of Kansas, the State of Missouri, the State of Nevada, the State of Texas and the Commonwealth of Virginia (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based upon, subject to and limited by the foregoing, we are of the opinion that:
1. Each Opinion Guarantor is validly existing as a corporation or limited liability company, as applicable, under the laws of its Opinion Jurisdiction.
2. Each Opinion Guarantor has the corporate or limited liability company power, as applicable, under the laws of its Opinion Jurisdiction to issue the Primary Guarantees.
3. The Existing Guarantees have been duly authorized by each Opinion Guarantor.
This opinion letter has been prepared for use in connection with the Registration Statement. Please note that we are opining only as to matters set forth herein, and no opinion should be inferred as to any other matters. This opinion letter is given only as of the time of its delivery, and we assume no obligation or responsibility to update or supplement this opinion letter after its delivery.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Base Prospectus and the Resale Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
Very truly yours, | |
/s/ Polsinelli PC | |
Polsinelli PC |
Schedule A
Opinion Guarantor | Opinion Jurisdiction |
SWV Six, Inc. | Colorado |
Nextel South Corp. | Georgia |
SIHI New Zealand Holdco, Inc. | Kansas |
Sprint Communications, Inc. | Kansas |
Sprint Corporation | Kansas |
Sprint eBusiness, Inc. | Kansas |
Sprint Enterprise Network Services, Inc. | Kansas |
Sprint eWireless, Inc. | Kansas |
Sprint International Holding, Inc. | Kansas |
Sprint/United Management Company | Kansas |
SprintCom, Inc. | Kansas |
US Telecom, Inc. | Kansas |
Utelcom LLC | Kansas |
Sprint Corporation | Missouri |
Clear Wireless LLC | Nevada |
Clearwire Hawaii Partners Spectrum, LLC | Nevada |
Clearwire Spectrum Holdings LLC | Nevada |
Clearwire Spectrum Holdings II LLC | Nevada |
Clearwire Spectrum Holdings III LLC | Nevada |
USST of Texas, Inc. | Texas |
Sprint Communications Company of Virginia, Inc. | Virginia |