EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 66063
(312) 853-7000
April 16, 1999
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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Ladies and 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 and delivery of 110,000 Common Shares, par value
$1.00 per share (the "Shares"), of the Company pursuant to the United States
Cellular Corporation 1999 Employee Stock Purchase 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. Each Share will be legally issued, fully paid and
nonassessable when (i) the shareholders of the Company shall have duly approved
the Plan; (ii) the Registration Statement shall have become effective under the
Securities Act; (iii) such Share shall have been duly issued and delivered in
the manner contemplated by the Plan; and (iv) a certificate representing such
Share shall have been duly executed, countersigned and registered and duly
delivered to the person entitled thereto against receipt of the agreed
consideration therefor (not less than the par value thereof) in accordance with
the Plan.
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 and delivery
of the Shares.
The Company is controlled by Telephone and Data Systems, Inc.
("TDS"), which is controlled by a voting trust. Walter C.D. Carlson, a trustee
and beneficiary of such voting trust and a director of TDS, the Company and
certain other subsidiaries of TDS, Michael G. Hron, the Secretary of TDS, the
Company and certain other subsidiaries of TDS, William S. DeCarlo, the Assistant
Secretary of TDS, the Company and certain other
United States Cellular Corporation
April 16, 1999
Page 2
subsidiaries of TDS, Stephen P. Fitzell, the Secretary of certain subsidiaries
of TDS, and Sherry S. Treston, the Assistant Secretary of certain 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, including the related Prospectus.
Very truly yours,
SIDLEY & AUSTIN