Exhibit 5.2
[POLSINELLI SHALTON WELTE SUELTHAUS PC letterhead]
November 17, 2006
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Re: Issuance of $2,000,000,000 Senior Notes due 2016 of Sprint Nextel
Corporation
Ladies and Gentlemen:
We are special Kansas counsel to Sprint Nextel Corporation, a Kansas
corporation (the "Company"), in connection with the offering by the Company of
$2,000,000,000 in aggregate principal amount of the Company's 6.0% Senior Notes
due 2016 (the "Securities"), as contemplated by the Company's Registration
Statement No. 333-138548 on Form S-3 as amended by Post-Effective Amendment No.
1 to Form S-3 (as the same may be amended from time to time, the "Registration
Statement"). The Securities will be issued under an indenture (the "Indenture")
to be entered into by and between the Company and The Bank of New York Trust
Company, N.A., as trustee (the "Trustee").
In such capacity, we have reviewed and relied on:
(A) copies of (I) the Amended and Restated Articles of Incorporation of
the Company (the "Articles"); (II) the Company's Amended and Restated
Bylaws (the "Bylaws"); (III) resolutions adopted by the Board of
Directors of the Company on July 25, 2006 and September 25, 2006; (IV)
unanimous written consent minutes of the Finance Committee of the
Board of Directors dated as of November 9, 2006, and (V) written
consent minutes of the Pricing Committee of the Finance Committee of
the Board of Directors dated as of November 15, 2006; all of which
have been certified to be correct and complete by the Assistant
Secretary of the Company;
(B) the Securities and the Indenture;
(C) a certificate from the Kansas Secretary of State indicating that the
Company is in good standing in Kansas as of November 17, 2006;
(D) certificates of officers of the Company delivered to this law firm;
(E) the Form S-3 registration statement, filed with the Securities and
Exchange Commission on November 9, 2006, as amended by the
Post-Effective
Amendment No.1 to Form S-3, and the prospectus included therein
(respectively, the "Registration Statement" and the "Prospectus");
(F) the form of Underwriting Agreement provided to us (the "Underwriting
Agreement"), to be entered into by and between the Company and
representatives of the Underwriters; and
(G) the information under the caption "Business - Overview - The
Corporation" in the Company's Form 10-K for the fiscal year ended
December 31, 2005.
The documents listed in clause (A) are collectively referred to herein as
the "Corporate Records." The documents listed in clause (B) are collectively
referred to herein as the "Transaction Documents." The documents listed in
clauses (C) through (G) are collectively referred to herein as the "Due
Diligence Information."
We call your attention to the fact that, to the extent specifically
qualified and limited below in Paragraphs (a) through (e) and in the specific
opinions rendered, we did not conduct an investigation that independently
confirms the facts upon which we render this opinion and, with your permission,
we have assumed and relied upon the accuracy of all factual information set
forth in and made by the Company in the Registration Statement, the Prospectus,
the Transaction Documents and the Officer's Certificate, together with certain
representations and statements made to us by public officials as to factual
matters material to the opinions expressed herein.
In rendering our opinions as to the good standing of the Company, we have
relied exclusively on a certificate of a public official, although we have not
obtained tax good standing certificates and no opinion is provided with respect
to tax good standing.
The opinions and statements expressed herein are subject to the following
assumptions, comments, conditions, exceptions, qualifications and limitations:
(a) Our opinions and statements expressed herein are restricted to matters
governed by the internal laws of the State of Kansas, without regard to conflict
of laws.
(b) In reviewing the Transaction Documents, Corporate Records, and Due
Diligence Information, we have assumed the genuineness of all signatures and
initials thereon, the genuineness of all notaries contained thereon, and the
conformance of all copies with the original thereof and originals to all copies
thereof. We have further assumed that all certificates, documents and
instruments dated prior to the date hereof remain accurate and correct on the
date hereof. We have made no review of agreements, documents or transactions
described or referred to in the Corporate Records, and we express no opinion as
to the effect of such terms, conditions or provisions of such agreements,
documents and transactions upon the Transaction Documents or the matters
discussed herein. We have further assumed that all Due Diligence Information is
accurate, complete and authentic (including proper indexing and filing).
(c) None of the opinions below include any implied opinion unless such
implied opinion is both (i) essential to the legal conclusion reached by the
express opinions set forth below, and (ii) based upon prevailing norms and
expectations among experienced lawyers in the State of Kansas, reasonable under
the circumstances.
(d) The issuance of Securities is not prohibited under any agreement that
is binding upon the Company.
(e) The Registration Statement, and any post-effective amendments thereto,
is effective. No stop order suspending the effectiveness of the Registration
Statement or of any post-effective amendment to the Registration Statement is
in effect and no proceedings for such purpose or pursuant to Section 8A of the
Securities Act of 1933 have been instituted or threatened by the Commission
against the Company or related to the offering contemplated in the Registration
Statement.
Based on the foregoing, and qualified in the manner and to the extent set
forth herein, we are of the opinion that:
1. The Company is a corporation existing and in good standing under
the laws of the State of Kansas, with the corporate power generally to
conduct business and to own or lease properties.
2. The Indenture has been authorized by all necessary corporate action
of the Company.
3. The Securities have been authorized by all necessary corporate
action of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to Polsinelli Shalton Welte
Suelthaus PC under the caption "Legal Matters" in the prospectus constituting a
part of such Registration Statement. In giving such consent, we do not thereby
admit that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Polsinelli Shalton Welte Suelthaus PC
Polsinelli Shalton Welte Suelthaus PC