Exhibit 5.1
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 22, 2022
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 $800,000,000 in aggregate principal amount of its new 2.250% Senior Notes due 2026 (the “2026 Exchange Notes”), $1,100,000,000 in aggregate principal amount of its new 3.375% Senior Notes due 2029 (the “2029 Exchange Notes”) and $1,100,000,000 in aggregate principal amount of its new 3.500% Senior Notes due 2031 (the “2031 Exchange Notes” and, together with the 2026 Exchange Notes and the 2029 Exchange Notes, the “Exchange Notes”) for like principal amounts of its outstanding 2.250% Senior Notes due 2026 (the “2026 Original Notes”), 3.375% Senior Notes due 2029 (the “2029 Original Notes”) and 3.500% Senior Notes due 2031 (the “2031 Original Notes” and together with the 2026 Original Notes and the 2029 Original Notes, the “Original Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 22, 2022 (as amended, the “Registration Statement”).
The 2026 Original Notes were, and the 2026 Exchange Notes will be, issued pursuant to the Indenture (the “Original Indenture”), dated as of April 28, 2013, among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 (the “Eleventh Supplemental Indenture”), the Sixteenth Supplemental Indenture, dated as of August 11, 2014 (the “Sixteenth Supplemental Indenture”), the Nineteenth Supplemental Indenture, dated as of September 28, 2015 (the “Nineteenth Supplemental Indenture”), the Fortieth Supplemental Indenture, dated as of September 27, 2019 (the “Fortieth Supplemental Indenture”), the Forty-First Supplemental Indenture, dated as of April 1, 2020 (the “Forty-First Supplemental Indenture”) and the Forty-Ninth Supplemental Indenture, dated as of March 30, 2021 (the “Forty-Ninth Supplemental Indenture,” and the Original Indenture, as amended and supplemented by the Eleventh Supplemental Indenture, the Sixteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the Fortieth Supplemental Indenture, the Forty-First Supplemental Indenture and the Forty-Ninth Supplemental Indenture, the “Base Indenture”), as amended and supplemented by the Forty-Third Supplemental Indenture, dated as of January 14, 2021 (the “2026 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2026 Notes Indenture”); the 2029 Original Notes were, and the 2029 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Forty-Seventh Supplemental Indenture, dated as of March 23, 2021 (the “2029 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2029 Notes Indenture”); and the 2031 Original Notes were, and the 2031 Exchange Notes will be, issued pursuant to the Base Indenture, as amended and supplemented by the Forty-Eighth Supplemental Indenture, dated as of March 23, 2021 (the “2031 Notes Supplemental Indenture” and the Base Indenture, as amended and supplemented thereby, the “2031 Notes Indenture” and each of the 2026 Notes Indenture, the 2029 Notes Indenture and the 2031 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).
New York • Washington • London • Frankfurt • Brussels
Fried, Frank, Harris, Shriver & Jacobson LLP is a Delaware Limited Liability Partnership
Fried, Frank, Harris, Shriver & Jacobson LLP | April 22, 2022 Page 2 |
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 Eleventh Supplemental Indenture; |
| (c) | the Sixteenth Supplemental Indenture; |
| (d) | the Nineteenth Supplemental Indenture; |
| (e) | the Fortieth Supplemental Indenture; |
| (f) | the Forty-First Supplemental Indenture; |
| (g) | the Forty-Ninth Supplemental Indenture; |
| (h) | the 2026 Notes Supplemental Indenture; |
| (i) | the 2029 Notes Supplemental Indenture; |
| (j) | the 2031 Notes Supplemental Indentures; |
| (k) | the Original Notes; |
| (l) | the notations of guarantee evidencing the Original Note Guarantees; |
| (m) | the forms of notations of guarantee evidencing the Exchange Note Guarantees; and |
| (n) | the forms of Exchange Notes. |
The documents referred to in items (a) through (n) 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 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.
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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/NY 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/NY 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/NY Guarantors), (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than as expressly addressed in the opinions below as to the Company and the Guarantors), 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 and the notations of guarantee evidencing the Exchange Note Guarantees 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 Notes, when executed, issued and delivered by the Company 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 the Company, enforceable against the Company in accordance with their terms. |
| 2. | 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 each of the Guarantors, enforceable against the Guarantors 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 opinions expressed herein are limited to the laws of the State of New York and to the extent relevant to the opinions expressed herein, 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. 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.
Fried, Frank, Harris, Shriver & Jacobson LLP | April 22, 2022 Page 5 |
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.
Very truly yours, | |
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP | |
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP |
Schedule I
DE/NY Guarantors
| Entity | Jurisdiction of Organization |
American Telecasting of Green Bay, LLC | Delaware |
American Telecasting of Redding, LLC | Delaware |
American Telecasting of Seattle, 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 |
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 |
PCTV Gold II, LLC | Delaware |
People’s Choice TV of Houston, LLC | Delaware |
PRWireless PR, LLC | Delaware |
PushSpring, LLC | Delaware |
Sprint Capital Corporation | Delaware |
Sprint Communications Company L.P. | Delaware |
Sprint International Communications Corporation | Delaware |
Sprint International Incorporated | Delaware |
Sprint International Network Company LLC | Delaware |
Sprint LLC | Delaware |
Sprint PCS Assets, L.L.C. | Delaware |
Sprint Solutions, Inc. | 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 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 |
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 |
WBSY Licensing, LLC | Delaware |
Wireline Leasing Co., Inc. | Delaware |
Schedule II
Non-DE/NY Guarantors
| Entity | Jurisdiction of Organization |
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 |
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 LLC | Kansas |
Sprint International Holding, Inc. | Kansas |
Sprint/United Management Company | Kansas |
SprintCom LLC | Kansas |
USST of Texas, Inc. | Texas |
Utelcom LLC | Kansas |