EXHIBIT 5.1
ARNALL GOLDEN GREGORY LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
April 5, 2002
Horizon PCS, Inc.
68 East Main Street
Chillicotte, Ohio 45601-0480
Ladies and Gentlemen:
We have acted as counsel to Horizon PCS, Inc., a Delaware corporation (the
"Company"), and Horizon Personal Communications, Inc., an Ohio corporation
("HPC") and Bright Personal Communications, LLC ("Bright," Bright and HPC
collectively, the "Subsidiary Guarantors"), in connection with the preparation
of a Registration Statement on Form S-4, including the Prospectus constituting a
part thereof (the "Registration Statement"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an offer to exchange (the "Exchange Offer") the
Company's registered 13 3/4% Senior Notes due 2010 (the "Registered Notes") and
the Subsidiary Guarantors' registered guarantee thereof (the "Registered
Guarantee") for all of the Company's outstanding 13 3/4% Senior Notes due 2010
(the "Outstanding Notes") and the Subsidiary Guarantors' outstanding guarantee
thereof (the "Outstanding Guarantee").
The Outstanding Notes and Outstanding Guarantee were issued, and the
Registered Notes and Registered Guarantee will be issued, pursuant to an
Indenture (the "Indenture") dated as of December 7, 2001, by and among the
Company, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, National
Association, as Trustee (the "Trustee").
We have examined such documents and records and other certificates and
instruments and have conducted such investigation as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that:
1. Assuming the Registration Statement (including any amendments thereto)
shall become effective under the Securities Act, when executed and authenticated
by the Trustee in accordance with their terms and the terms of the Indenture,
and delivered in exchange for the Outstanding Notes pursuant to the Indenture
and the Exchange Offer, the Registered Notes will be legally issued and valid
and binding obligations of the Company enforceable in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance laws) and by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law; and
2. Assuming the Registration Statement (including any amendments thereto)
shall become effective under the Securities Act, when executed and authenticated
by the Trustee in accordance with its terms and the terms of the Indenture, and
delivered pursuant to the Indenture and the Exchange Offer, the Registered
Guarantee will be the legally issued and valid and binding obligation of the
Subsidiary Guarantors enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws) and by general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
Horizon PCS, Inc.
April 5, 2002
Page 2
or injunctive relief regardless of whether considered in a proceeding in equity
or at law.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus which is filed as part of the Registration Statement,
and to the filing of this opinion as an exhibit to such Registration Statement.
In giving this consent, we do not admit that we are experts within the meaning
of Section 11 of the Securities Act or within the category of persons whose
consent is required by Section 7 of the Securities Act. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Subsidiary Guarantors or any other person, or any other document or agreement
involved with the transactions contemplated by the Exchange Offer. We assume no
obligation to advise you of facts, circumstances, events or developments which
hereafter may be brought to our attention and which may alter, affect or modify
the opinions expressed herein.
Sincerely,
/s/ ARNALL GOLDEN GREGORY LLP
1459902