EXHIBIT 5 |
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May 30, 2003 United States Cellular Corporation |
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 5,350,000 Common Shares, par value $1.00 per share (the “Shares”), of the Company pursuant to the Company’s 2003 Long-Term Incentive 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 |
Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD SIDLEY AUSTIN BROWN & WOOD |