EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
June 1, 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
100,000 shares, par value $1.00 per share (the "Common
Shares"), of the Company pursuant to the United States
Cellular Corporation Engineering and Network Operations
Restricted Stock 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, 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, validly
existing and in good standing under the General Corporation
Law 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 (but not less than the par value thereof).
United States Cellular Corporation
June 1, 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
certain other subsidiaries of TDS, William S. DeCarlo, the
Assistant Secretary 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.
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