EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
July 25, 1995
United States Cellular Corporation
Suite 700
8410 West Bryn Mawr
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 200,000 Common Shares,
par value $1.00 per share (the "Common Shares"), of the
Company pursuant to The Telephone and Data Systems, Inc. Tax-
Deferred Savings Plan and Trust (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 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
United States Cellular Corporation
July 25, 1995
Page 10
shall have been duly executed, countersigned and registered and
duly delivered to the purchasers thereof against payment of the
agreed consideration therefor (not less than the par value
thereof) in accordance with the Plan.
This opinion is limited to the General Corporation Law
of the State of Delaware and the laws of the United States of
America. 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.
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 the Company, TDS 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 and 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