United States Cellular Corporat (UZD) S-8 Registration of securities for employees

EXHIBIT 5

SIDLEY AUSTIN BROWN & WOOD

BANK ONE PLAZA
10 S. DEARBORN STREET
CHICAGO, ILLINOIS 60603
TELEPHONE 312 853 7000
FACSIMILE 312 853 7036
www.sidley.com

FOUNDED 1866

February 28, 2003

United States Cellular Corporation
Suite 700
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631

Re: United States Cellular Corporation
Registration Statement on Form S-8

Ladies and Gentlemen:

        We are counsel to United States Cellular Corporation, a Delaware corporation (the “Company”), and have represented the Company with respect to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and delivery of up to 160,000 Common Shares, par value $1.00 per share (the “Shares”), of the Company pursuant to the Company’s 2003 Employee Stock Purchase Plan (the “Plan”).

        In rendering this opinion letter, we have examined and relied upon a copy of the Plan and the Registration Statement, including the related Prospectus. We have also examined and relied upon originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter.

        Based on the foregoing, we are of the opinion that:

        1.        The Company is duly incorporated and validly existing under the laws of the State of Delaware; and

SIDLEY AUSTIN BROWN & WOOD CHICAGO

United States Cellular Corporation
February 28, 2003
Page 2

        2.        Each Share will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Share shall have been duly issued and delivered in the manner contemplated by the Plan; and (iii) a certificate representing such Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor (not less than the par value thereof) in accordance with the Plan.

        For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of each Share, the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and the Plan will not have been modified or amended.

        We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or “Blue Sky” laws of the various states to the issuance and delivery of the Shares.

        This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.

        The Company is controlled by Telephone and Data Systems, Inc. (“TDS”). The following persons are members of this firm: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls TDS, the chairman of the board and member of the board of directors of TDS and a director of the Company; William S. DeCarlo, Acting General Counsel of TDS and an Assistant Secretary of TDS and certain subsidiaries of TDS; and Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary of the Company and certain subsidiaries of TDS.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our Firm in or made a part of the Registration Statement, including the related Prospectus.

Very truly yours,


SIDLEY AUSTIN BROWN & WOOD