EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
June 17, 1998
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 issuance of 1,079,000 Common Shares, par value $1.00 per
share ("Common Shares"), of the Company pursuant to the (a) Key Management
Restricted Stock Plan, (b) 1997 Special Retention Restricted Stock Awards, (c)
1998 Technical Associate Retention Program, and (d) 1998 Long-Term Incentive
Program of the Company (collectively, the "Plans").
In rendering this opinion, we have examined and relied upon a
copy of the Plans and the Registration Statement, including the Prospectus
related to each Plan. 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. Each Common Share will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such Common Share shall have been duly issued in
the manner contemplated by the applicable Plan; and (iii) a certificate
representing such Common Share shall have been duly executed, countersigned and
registered and duly delivered to the purchaser thereof against payment of the
agreed consideration therefor (but not less than the par value thereof) in
accordance with the terms of the applicable Plan.
United States Cellular Corporation
June 17, 1998
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 issuance 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 and certain 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.
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