Exhibit 5.1
| Fried, Frank, Harris, Shriver & Jacobson LLP |  |
May 1, 2023
T-Mobile US, Inc.
T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Ladies and Gentlemen:
We are acting as counsel to T-Mobile USA, Inc., a Delaware corporation (the “Company”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (the “Parent Guarantor”), the subsidiaries of the Company listed on Schedule I hereto (collectively with the Parent Guarantor, the “DE Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE Guarantors” and, collectively with the DE Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3, as it may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the contemplated resale from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as may be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”) by the selling securityholder named in the Registration Statement of the Company’s 4.750% Senior Notes due 2028-1 (the “Resale Debt Securities”) and (iii) guarantees by the Guarantors of the Resale Debt Securities (the “Resale Debt Securities Guarantees”).
The Resale Debt Securities and Resale Debt Securities Guarantees were issued pursuant to the Thirty-Sixth Supplemental Indenture, dated as of April 30, 2018, to the Indenture, dated as of April 28, 2013 (as supplemented to the date hereof, the “2013 Indenture”), among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Resale Notes Supplemental Indenture”). The 2013 Indenture, the Resale Notes Supplemental Indenture, the certificates evidencing the Resale Debt Securities, the notations of guarantee with respect to the Resale Debt Securities Guarantees and any other documents contemplated thereby or hereby are collectively referred to herein as the “Documents.”
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion.
One New York Plaza, New York, New York 10004—1980
T: +1.212.859.8000 friedfrank.com
Fried, Frank, Harris, Shriver & Jacobson LLP
| May 1, 2023 | ||
| Page 2 |
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, the statements, representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their respective covenants and agreements contained therein.
With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the Company and the DE Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE Guarantors); (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than the Company and the Guarantors), enforceable against such parties in accordance with their respective terms and (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
| 1. | The Resale Debt Securities are valid and binding obligations of the Company. |
| 2. | The Resale Debt Securities Guarantees are valid and binding obligations of the Guarantors. |
The opinions set forth above are subject to the following qualifications:
| (A) | We express no opinion as to the validity, binding effect or enforceability of any provision in any Document: |
Fried, Frank, Harris, Shriver & Jacobson LLP
| May 1, 2023 | ||
| Page 3 |
| i. | relating to indemnification, contribution or exculpation; |
| ii. | relating to any purported waiver, release or variation of rights or other agreement to similar effect (collectively, a “Waiver”) by any party under any of the Documents to the extent such a Waiver is limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty or ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions); |
| iii. | relating to (a) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to any court other than a court of the State of New York or to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case, applying the choice of law rules of the State of New York, (c) service of process or (d) waivers of any rights to trial by jury; |
| iv. | specifying that provisions thereof may be modified or waived only in writing; |
| v. | purporting to give any person the power to accelerate obligations without notice to the obligor; |
| vi. | specifying that any person may exercise set-off or similar rights other than in accordance with applicable law; or |
| vii. | relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities governed or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture. |
| (B) | We express no opinion as to the validity, binding effect or enforceability of any provision of any agreement (i) providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction, under applicable law, will convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law, (ii) providing for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency or (iii) concerning the enforceability of the waiver of rights or defenses contained in the Documents relating to waiver of stay, extension or usury laws. |
Fried, Frank, Harris, Shriver & Jacobson LLP
| May 1, 2023 | ||
| Page 4 |
| (C) | We express no opinion as to the effect of any law of any jurisdiction other than the State of New York wherein any party to the Documents may be located or wherein enforcement of any Document may be sought that limits the rates of interest legally chargeable or collectible. |
| (D) | We express no opinion as to any agreement, instrument or other document referred to, or incorporated by reference in, any of the Documents, other than the Documents. |
| (E) | Our opinions are subject to: |
| i. | bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally; |
| ii. | general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and |
| iii. | the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally. |
(F) Provisions in the 2013 Indenture or the Resale Notes Supplemental Indenture that provide that the Guarantors’ liability thereunder shall not be affected by actions or failures to act on the part of the holders or the trustee or by modifications or waivers of provisions of the guaranteed obligations, might not be enforceable if such actions, failures to act, modifications or waivers so change the essential nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the Resale Debt Securities Guarantee was issued. We have assumed that (i) the obligations of each Guarantor under the Documents are necessary or convenient to the conduct, promotion or attainment of the business of each such Guarantor and (ii) consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each such obligor.
Fried, Frank, Harris, Shriver & Jacobson LLP
| May 1, 2023 | ||
| Page 5 |
The opinions expressed herein are limited to the laws of the State of New York and to the extent relevant, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the captions “Legal Matters” in each Prospectus and “Legal Matters” in any Prospectus Supplement. In giving these consents, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, |
| /s/ Fried, Frank, Harris, Shriver & Jacobson LLP |
| FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP |
Schedule I
Subsidiary DE Guarantors
Entity | Jurisdiction of Organization | |
| American Telecasting of Seattle, LLC | Delaware | |
| APC Realty and Equipment Company, LLC | Delaware | |
| Assurance Wireless of South Carolina, LLC | Delaware | |
| Assurance Wireless USA, L.P. | Delaware | |
| ATI Sub, LLC | Delaware | |
| Clearwire Communications LLC | Delaware | |
| Clearwire Legacy LLC | Delaware | |
| Fixed Wireless Holdings, LLC | Delaware | |
| IBSV LLC | Delaware | |
| MetroPCS California, LLC | Delaware | |
| MetroPCS Florida, LLC | Delaware | |
| MetroPCS Georgia, LLC | Delaware | |
| MetroPCS Massachusetts, LLC | Delaware | |
| MetroPCS Michigan, LLC | Delaware | |
| MetroPCS Nevada, LLC | Delaware | |
| MetroPCS New York, LLC | Delaware | |
| MetroPCS Pennsylvania, LLC | Delaware | |
| MetroPCS Texas, LLC | Delaware | |
| Nextel Retail Stores, LLC | Delaware | |
| Nextel Systems, LLC | Delaware | |
| Nextel West Corp. | Delaware | |
| NSAC, LLC | Delaware | |
| PRWireless PR, LLC | Delaware | |
| PushSpring, LLC | Delaware | |
| Sprint Capital Corporation | Delaware | |
| Sprint Communications LLC | Delaware | |
| Sprint LLC | Delaware | |
| Sprint PCS Assets, L.L.C. | Delaware | |
| Sprint Solutions LLC | Delaware | |
| Sprint Spectrum LLC | Delaware | |
| Sprint Spectrum Realty Company, LLC | Delaware | |
| TDI Acquisition Sub, LLC | Delaware | |
| T-Mobile Central LLC | Delaware | |
| T-Mobile Financial LLC | Delaware | |
| T-Mobile Innovations LLC | Delaware | |
| T-Mobile Leasing LLC | Delaware | |
| T-Mobile License LLC | Delaware | |
| T-Mobile Northeast LLC | Delaware | |
| T-Mobile Puerto Rico Holdings LLC | Delaware | |
| T-Mobile Puerto Rico LLC | Delaware | |
| T-Mobile Resources LLC | Delaware | |
| T-Mobile South LLC | Delaware | |
| T-Mobile West LLC | Delaware | |
| TMUS International LLC | Delaware |
I-1
| TVN Ventures LLC | Delaware | |
| VMU GP, LLC | Delaware | |
| WBSY Licensing, LLC | Delaware |
I-2
Schedule II
Subsidiary Non-DE Guarantors
Entity | Jurisdiction of Organization | |
| Clear Wireless LLC | Nevada | |
| Clearwire Spectrum Holdings II LLC | Nevada | |
| Clearwire Spectrum Holdings III LLC | Nevada | |
| Clearwire Spectrum Holdings LLC | Nevada | |
| Nextel South Corp. | Georgia | |
| SprintCom LLC | Kansas |
II-1