Exhibit 5.2
Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Tel: +1.212.859.8000 Fax: +1.212.859.4000 www.friedfrank.com |  |
April 21, 2021
T-Mobile US, Inc.
T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Ladies and Gentlemen:
We have acted 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 (together with the Parent Guarantor, the “DE/NY Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE/NY Guarantors” and, collectively with the DE/NY Guarantors, the “Guarantors”), in connection with the Company’s offer to exchange up to $3,000,000,000 in aggregate principal amount of its new 3.500% Senior Secured Notes due 2025 (the “2025 Exchange Notes”), $1,000,000,000 in aggregate principal amount of its new 1.500% Senior Secured Notes due 2026 (the “2026 Exchange Notes”), $4,000,000,000 in aggregate principal amount of its new 3.750% Senior Secured Notes due 2027 (the “2027 Exchange Notes”), $1,750,000,000 in aggregate principal amount of its new 2.050% Senior Secured Notes due 2028 (the “2028 Exchange Notes”), $7,000,000,000 in aggregate principal amount of its new 3.875% Senior Secured Notes due 2030 (the “2030 Exchange Notes”), $2,500,000,000 in aggregate principal amount of its new 2.550% Senior Secured Notes due 2031 (the “February 2031 Exchange Notes”), $1,000,000,000 in aggregate principal amount of its new 2.250% Senior Secured Notes due 2031 (the “November 2031 Exchange Notes”), $2,000,000,000 in aggregate principal amount of its new 4.375% Senior Secured Notes due 2040 (the “2040 Exchange Notes”), $2,500,000,000 in aggregate principal amount of its new 3.000% Senior Secured Notes due 2041 (the “2041 Exchange Notes”), $3,000,000,000 in aggregate principal amount of its new 4.500% Senior Secured Notes due 2050 (the “2050 Exchange Notes”), $3,000,000,000 in aggregate principal amount of its new 3.300% Senior Secured Notes due 2051 (the “2051 Exchange Notes”), and $1,000,000,000 in aggregate principal amount of its new 3.600% Senior Secured Notes due 2060 (the “2060 Exchange Notes” and, together with the 2025 Exchange Notes, the 2026 Exchange Notes, the 2027 Exchange Notes, the 2028 Exchange Notes, the 2030 Exchange Notes, the February 2031 Exchange Notes, the November 2031 Exchange Notes, the 2040 Exchange Notes, the 2041 Exchange Notes, the 2050 Exchange Notes and the 2051 Exchange Notes, the “Exchange Notes”) for like principal amounts of its outstanding 3.500% Senior Secured Notes due 2025 (the “2025 Original Notes”), 1.500% Senior Secured Notes due 2026 (the “2026 Original Notes”), 3.750% Senior Secured Notes due 2027 (the “2027 Original Notes”), 2.050% Senior Secured Notes due 2028 (the “2028 Original Notes”), 3.875% Senior Secured Notes due 2030 (the “2030 Original Notes”), 2.550% Senior Secured Notes due 2031 (the “February 2031 Original Notes”), 2.250% Senior Secured Notes due 2031 (the “November 2031 Original Notes”), 4.375% Senior Secured Notes due 2040 (the “2040 Original Notes”), 3.000% Senior Secured Notes due 2041 (the “2041 Original Notes”), 4.500% Senior Secured Notes due 2050 (the “2050 Original Notes”), 3.300% Senior Secured Notes due 2051 (the “2051 Original Notes”) and 3.600% Senior Secured Notes due 2060 (the “2060 Original Notes” and together with the 2025 Original Notes, the 2026 Original Notes, the 2027 Original Notes, the 2028 Original Notes, the 2030 Original Notes, the February 2031 Original Notes, the November 2031 Original Notes, the 2040 Original Notes, the 2041 Original Notes, the 2050 Original Notes and the 2051 Original Notes, the “Original Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 30, 2021, and amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on April 21, 2021 (as so amended, the “Registration Statement”).
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The 2025 Original Notes were, and the 2025 Exchange Notes will be, issued pursuant to the Indenture (the “Original Indenture”), dated as of April 9, 2020, among the Parent Guarantor, the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), dated as of May 7, 2020, among the Company, the guarantors party thereto and the Trustee and the Eighteenth Supplemental Indenture, dated as of March 30, 2021 (the “Eighteenth Supplemental Indenture,” and the Original Indenture, as amended and supplemented by the Sixth Supplemental Indenture and the Eighteenth Supplemental Indenture, the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of April 9, 2020 (the “2025 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2025 Notes Indenture”); the 2026 Original Notes were, and the 2026 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Seventh Supplemental Indenture, dated as of June 24, 2020 (the “2026 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2026 Notes Indenture”); the 2027 Original Notes were, and the 2027 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, dated as of April 9, 2020 (the “2027 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2027 Notes Indenture”); the 2028 Original Notes were, and the 2028 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Eighth Supplemental Indenture, dated as of June 24, 2020 (the “Eighth Supplemental Indenture”) and the Tenth Supplemental Indenture, dated as of October 6, 2020 (the “Tenth Supplemental Indenture” and collectively with the Eighth Supplemental Indenture, the “2028 Notes Supplemental Indentures” and the Base Indenture, as amended and supplemented thereby, the “2028 Notes Indenture”); the 2030 Original Notes were, and the 2030 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Third Supplemental Indenture, dated as of April 9, 2020 (the “2030 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2030 Notes Indenture”); the February 2031 Original Notes were, and the February 2031 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Ninth Supplemental Indenture, dated as of June 24, 2020 (the “Ninth Supplemental Indenture”) and the Eleventh Supplemental Indenture, dated as of October 6, 2020 (the “Eleventh Supplemental Indenture” and collectively with the Ninth Supplemental Indenture, the “February 2031 Notes Supplemental Indentures” and the Base Indenture, as amended and supplemented thereby, the “February 2031 Notes Indenture”); the November 2031 Original Notes were, and the November 2031 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Fourteenth Supplemental Indenture, dated as of October 28, 2020 (the “November 2031 Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “November 2031 Notes Indenture”); the 2040 Original Notes were, and the 2040 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Fourth Supplemental Indenture, dated as of April 9, 2020 (the “2040 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2040 Notes Indenture”); the 2041 Original Notes were, and the 2041 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Twelfth Supplemental Indenture, dated as of October 6, 2020 (the “Twelfth Supplemental Indenture”) and the Fifteenth Supplemental Indenture, dated as of October 28, 2020 (the “Fifteenth Supplemental Indenture” and collectively with the Twelfth Supplemental Indenture, the “2041 Notes Supplemental Indentures” and the Base Indenture, as amended and supplemented thereby, the “2041 Notes Indenture”); the 2050 Original Notes were, and the 2050 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Fifth Supplemental Indenture, dated as of April 9, 2020 (the “2050 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2050 Notes Indenture”); the 2051 Original Notes were, and the 2051 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Thirteenth Supplemental Indenture, dated as of October 6, 2020 (the “Thirteenth Supplemental Indenture”), and the Sixteenth Supplemental Indenture, dated as of October 28, 2020 (the “Sixteenth Supplemental Indenture” and collectively with the Thirteenth Supplemental Indenture, the “2051 Notes Supplemental Indentures” and the Base Indenture, as amended and supplemented thereby, the “2051 Notes Indenture”); the 2060 Original Notes were, and the 2060 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Seventeenth Supplemental Indenture, dated as of October 28, 2020 (the “2060 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2060 Notes Indenture” and each of the 2025 Notes Indenture, the 2026 Notes Indenture, the 2027 Notes Indenture, the 2028 Notes Indenture, the 2030 Notes Indenture, the February 2031 Notes Indenture, the November 2031 Notes Indenture, the 2040 Notes Indenture, the 2041 Notes Indenture, the 2050 Notes Indenture, the 2051 Notes Indenture and the 2060 Notes Indenture, as applicable, an “Indenture” and, collectively, the “Indentures”).
Pursuant to the Indentures, the Original Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indentures (the “Original Note Guarantees” and the “Exchange Note Guarantees,” respectively).
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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. We have examined, among other documents, the following:
| (a) | the Original Indenture; |
| (b) | the Sixth Supplemental Indenture; |
| (c) | the Eighteenth Supplemental Indenture; |
| (d) | the 2025 Notes Supplemental Indenture; |
| (e) | the 2026 Notes Supplemental Indenture; |
| (f) | the 2027 Notes Supplemental Indenture; |
| (g) | the 2028 Notes Supplemental Indentures; |
| (h) | the 2030 Notes Supplemental Indenture; |
| (i) | the February 2031 Notes Supplemental Indentures; |
| (j) | the November 2031 Notes Supplemental Indenture; |
| (k) | the 2040 Notes Supplemental Indenture; |
| (l) | the 2041 Notes Supplemental Indentures; |
| (m) | the 2050 Notes Supplemental Indenture; |
| (n) | the 2051 Notes Supplemental Indentures; |
| (o) | the 2060 Notes Supplemental Indenture; |
| (p) | the Original Notes; and |
| (q) | the forms of Exchange Notes. |
The documents referred to in items (a) through (q) above, inclusive, are referred to herein collectively as the “Documents.”
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 opinion 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.
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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 opinion expressed herein, we have assumed that (i) all of the parties to the Documents (other than Sprint Spectrum LLC, a Delaware limited liability company (“Sprint Spectrum”)) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than Sprint Spectrum) 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 Sprint Spectrum), (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than as expressly addressed in the opinion below as to Sprint Spectrum), enforceable against such parties in accordance with their respective terms; (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto; (vi) the Exchange Notes will be duly authenticated and delivered by the Trustee in accordance with the terms of the Indentures, against receipt of the Original Notes surrendered in exchange therefor; and (vii) the Exchange Notes will conform to the specimens thereof examined by us.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
| 1. | The Exchange Note Guarantees, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indentures in exchange for the Original Notes in the manner contemplated by the Registration Statement, will constitute valid and binding obligations of Sprint Spectrum, enforceable against Sprint Spectrum, in accordance with their terms. |
We express no opinion as to the validity, binding effect or enforceability of any provision of any of the Documents:
| (i) | relating to indemnification, contribution or exculpation; |
| (ii) | containing any purported waiver, release, variation of rights, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions); |
| (iii) | related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity or binding effect 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 or binding effect of any such provision is to be considered by any court other than a court of the State of New York or a federal district court sitting in the State of New York and applying the law of the State of New York, in each case, applying the choice of law principles of the State of New York, (c) service of process or (d) waiver 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 or entity the power to accelerate obligations without any notice to the obligor; |
| (vi) | specifying that any person may exercise set-off or similar rights other than in accordance with applicable law; |
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| (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 evidenced 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; or |
| (viii) | requiring that any unearned portion of the Original Notes or Exchange Notes issued at a discount be paid upon acceleration or otherwise earlier than the stated final maturity. |
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 Documents may be sought that limits the rates of interest legally chargeable or collectible.
We express no opinion as to any agreement, instrument or other document (including any agreement, instrument or other document referred to, or incorporated by reference in, the Documents) other than the Documents.
The opinion set forth above is subject to the following qualifications:
A. | The opinion is 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. |
B. | Provisions in the Indentures that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors, might not be enforceable under circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, we have assumed that consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each Guarantor. |
The opinion expressed herein is limited to the laws of the State of New York and to the extent relevant to the opinion expressed herein, the Limited Liability Company Act of the State of Delaware 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 opinion expressed herein. This opinion letter is 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 the effectiveness of the Registration Statement, and we undertake no responsibility to update or supplement this letter after such time.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, 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.
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Very truly yours, | |
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP | |
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP |
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Schedule I
DE/NY Guarantors
| Entity | Jurisdiction of Organization |
Alda Wireless Holdings, LLC | Delaware |
American Telecasting Development, LLC | Delaware |
American Telecasting of Anchorage, LLC | Delaware |
American Telecasting of Columbus, LLC | Delaware |
American Telecasting of Denver, LLC | Delaware |
American Telecasting of Fort Myers, LLC | Delaware |
American Telecasting of Ft. Collins, LLC | Delaware |
American Telecasting of Green Bay, LLC | Delaware |
American Telecasting of Lansing, LLC | Delaware |
American Telecasting of Lincoln, LLC | Delaware |
American Telecasting of Little Rock, LLC | Delaware |
American Telecasting of Louisville, LLC | Delaware |
American Telecasting of Medford, LLC | Delaware |
American Telecasting of Michiana, LLC | Delaware |
American Telecasting of Monterey, LLC | Delaware |
American Telecasting of Redding, LLC | Delaware |
American Telecasting of Santa Barbara, LLC | Delaware |
American Telecasting of Seattle, LLC | Delaware |
American Telecasting of Sheridan, LLC | Delaware |
American Telecasting of Yuba City, 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 |
Broadcast Cable, LLC | Delaware |
Clearwire Communications LLC | Delaware |
Clearwire IP Holdings LLC | New York |
Clearwire Legacy LLC | Delaware |
Clearwire XOHM LLC | Delaware |
Fixed Wireless Holdings, LLC | Delaware |
Fresno MMDS Associates, LLC | Delaware |
IBSV LLC | Delaware |
Kennewick Licensing, LLC | Delaware |
Layer3 TV, LLC | Delaware |
L3TV Colorado Cable System, LLC | Delaware |
L3TV Dallas Cable System, LLC | Delaware |
L3TV Detroit Cable System, LLC | Delaware |
L3TV Los Angeles Cable System, LLC | Delaware |
L3TV Minneapolis Cable System, LLC | Delaware |
L3TV New York Cable System, LLC | Delaware |
L3TV San Francisco Cable System, LLC | Delaware |
L3TV Seattle Cable System, LLC | Delaware |
MetroPCS California, LLC | Delaware |
MetroPCS Florida, LLC | Delaware |
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MetroPCS Georgia, LLC | Delaware |
MetroPCS Massachusetts, LLC | Delaware |
MetroPCS Michigan, LLC | Delaware |
MetroPCS Networks California, LLC | Delaware |
MetroPCS Networks Florida, LLC | Delaware |
MetroPCS Nevada, LLC | Delaware |
MetroPCS New York, LLC | Delaware |
MetroPCS Pennsylvania, LLC | Delaware |
MetroPCS Texas, LLC | Delaware |
MinorCo, LLC | Delaware |
Nextel Communications of the Mid-Atlantic, Inc. | Delaware |
Nextel of New York, Inc. | Delaware |
Nextel Retail Stores, LLC | Delaware |
Nextel Systems, LLC | Delaware |
Nextel West Corp. | Delaware |
NSAC, LLC | Delaware |
PCTV Gold II, LLC | Delaware |
PCTV Sub, LLC | Delaware |
People’s Choice TV of Houston, LLC | Delaware |
People’s Choice TV of St. Louis, LLC | Delaware |
PRWireless PR, LLC | Delaware |
PushSpring, Inc. | Delaware |
SFE 1, LLC | Delaware |
SpeedChoice of Detroit, LLC | Delaware |
SpeedChoice of Phoenix, LLC | Delaware |
Sprint (Bay Area), LLC | Delaware |
Sprint Capital Corporation | Delaware |
Sprint Communications Company L.P. | Delaware |
Sprint Corporation | Delaware |
Sprint International Communications Corporation | Delaware |
Sprint International Incorporated | Delaware |
Sprint International Network Company LLC | Delaware |
Sprint PCS Assets, L.L.C. | Delaware |
Sprint Solutions, Inc. | Delaware |
Sprint Spectrum Holding Company, LLC | Delaware |
Sprint Spectrum LLC | Delaware |
Sprint Spectrum Realty Company, 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 PCS Holdings 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 |
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TDI Acquisition Sub, LLC | Delaware |
TMUS International LLC | Delaware |
Transworld Telecom II, LLC | Delaware |
TVN Ventures LLC | Delaware |
VMU GP, LLC | Delaware |
WBS of America, LLC | Delaware |
WBS of Sacramento, LLC | Delaware |
WBSY Licensing, LLC | Delaware |
WCOF, LLC | Delaware |
Wireless Broadband Services of America, L.L.C. | Delaware |
Wireline Leasing Co., Inc. | Delaware |
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Schedule II
Non-DE/NY Guarantors
| Entity | Jurisdiction of Organization |
Clear Wireless LLC | Nevada |
Clearwire Hawaii Partners Spectrum, LLC | Nevada |
Clearwire Spectrum Holdings II LLC | Nevada |
Clearwire Spectrum Holdings III LLC | Nevada |
Clearwire Spectrum Holdings LLC | Nevada |
Nextel South Corp. | Georgia |
SIHI New Zealand Holdco, Inc. | Kansas |
Sprint Communications Company of New Hampshire, Inc. | New Hampshire |
Sprint Communications Company of Virginia, Inc. | Virginia |
Sprint Communications, Inc. | 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 |
USST of Texas, Inc. | Texas |
Utelcom LLC | Kansas |
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