Exhibit 5.6
[Letterhead of Sidley Austin LLP]
April 17, 2013
CC Holdings GS V LLC
Crown Castle GS III Corp.
1220 Augusta Drive
Suite 500
Houston, Texas 77057
| | Re: | CC Holdings GS V LLC and Crown Castle GS III Corp. Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special counsel to Shaffer & Associates Inc. (the “Specified Guarantor), which is incorporated under the laws of the State of Illinois. We refer to the Registration Statement on Form S-4 (the “Registration Statement”) being filed by CC Holdings GS V LLC, a Delaware limited liability company and indirect parent of the Specified Guarantor, and Crown Castle GS III Corp., a Delaware corporation (together, the “Issuers” and individually an “Issuer”), and the direct and indirect subsidiaries of the Issuers listed inSchedule I hereto (the “Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to (A) the Issuers’ proposed issuance and offer to exchange up to (i) $500,000,000 aggregate principal amount of new 2.381% Senior Secured Notes due 2017 (the “2017 Exchange Notes”) for a like aggregate principal amount of outstanding 2.381% Senior Secured Notes due 2017 (the “2017 Original Notes”), which have certain transfer restrictions, and (ii) $1,000,000,000 aggregate principal amount of new 3.849% Senior Secured Notes due 2023 (the “2023 Exchange Notes” and, together with the 2017 Exchange Notes, the “Exchange Notes”) for a like aggregate principal amount of outstanding 3.849% Senior Secured Notes due 2023, which have certain transfer restrictions (the “2023 Original Notes” and, together with the 2017 Original Notes, the “Original Notes”), and (B) the related guarantees of the Exchange Notes (the “Guarantees”) by the Guarantors. The Original Notes were, and the Exchange Notes will be, issued, and the Guarantees are created, under an Indenture dated as of December 24, 2012 (the “Indenture”) among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Indenture and the resolutions adopted by the board of directors of the Specified Guarantor relating to the Registration Statement and the Indenture, including the Guarantees of the Specified Guarantor contained therein. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Specified Guarantor and other corporate documents and instruments, and have examined such questions of law, as we have
CC Holdings GS V LLC
Crown Castle GS III Corp.
April 17, 2013
Page 2
considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Specified Guarantor.
Based on and subject to the foregoing and the other limitations and qualifications set forth herein, we are of the opinion that
1. The Specified Guarantor is a corporation validly existing under the laws of the State of Illinois.
2. The execution and delivery by the Specified Guarantor of the Indenture, and the performance by the Specified Guarantor of its obligations pursuant to the Indenture (and its Guarantees contained therein), are within the Specified Guarantor’s corporate power and authority and have been duly authorized by all necessary corporate action on its part.
3. The Indenture, which contains the Guarantees, has been duly executed and delivered by the Specified Guarantor.
This opinion letter is limited to the laws of the State of Illinois (excluding the securities laws of such State). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to your filing of this opinion as Exhibit 5.6 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. By 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 rules and regulations of the Securities and Exchange Commission thereunder.
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| Very truly yours, |
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| /s/ Sidley Austin LLP |
Schedule I
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| Name of Guarantor |
| Global Signal Acquisitions LLC |
| Global Signal Acquisitions II LLC |
| Pinnacle Towers LLC |
| Intracoastal City Towers LLC |
| Tower Systems LLC |
| Radio Station WGLD LLC |
| High Point Management Co. LLC |
| Interstate Tower Communications LLC |
| Tower Technology Company of Jacksonville LLC |
| ICB Towers, LLC |
| Pinnacle Towers III LLC |
| Pinnacle Towers V Inc. |
| Shaffer & Associates, Inc. |
| Sierra Towers, Inc. |
| Aircomm of Avon, L.L.C. |
| Coverage Plus Antenna Systems LLC |
