EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
January 12, 1995
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
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Gentlemen:
We are counsel to United States Cellular Corporation, a
Delaware corporation (the "Company"), and have represented the
Company in connection with 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"), with respect to the
offer and sale of 750,000 shares, par value $1.00 per share (the
"Common Shares"), of the Company pursuant to the United States
Cellular Corporation 1994 Long-Term Incentive Plan (the "Plan").
In rendering this opinion, we have examined and relied
upon a copy of the Plan and the Registration Statement, including
the related Prospectus dated the date hereof. 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.
We have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the
original documents of any copies thereof submitted to us for our
examination.
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
2. The Common Shares will be legally issued, fully
paid and nonassessable when: (i) the Registration Statement shall
have become effective under the Securities Act; (ii) the Common
Shares shall have been duly issued and sold in the manner
contemplated by the Plan; and (iii) certificates representing the
Common Shares shall have been duly executed, countersigned and
registered and duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
United States Cellular Corporation
January 12, 1995
Page 2
We do not find it necessary for the purposes of this
opinion 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 sale of the Common Shares.
This opinion is limited to the Delaware General
Corporation Law and the Securities Act to the extent applicable.
The Company is controlled by Telephone and Data
Systems, Inc. ("TDS") and TDS is controlled by a voting trust.
Walter C.D. Carlson, a trustee and beneficiary of the voting
trust and a director of TDS, the Company and certain other
subsidiaries of TDS, Michael G. Hron, the Secretary of TDS and of
certain other subsidiaries of TDS, Stephen P. Fitzell, the
Secretary of the Company and certain other subsidiaries of TDS,
and Sherry S. Treston, the Assistant Secretary of the Company and
certain other subsidiaries of TDS, are partners of this Firm.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be utilized for
any other purpose without our prior written consent. We assume
no obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law which may hereafter occur.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to
our Firm in or made a part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN