Exhibit 5.1
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[Hogan & Hartson L.L.P. Letterhead]
May 15, 1998
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW
P.O. Box 3177
Cedar Rapids, IA 52406
Ladies and Gentlemen:
This firm has acted as special counsel to McLeodUSA Incorporated, a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-4, (the "Registration Statement"), filed with the
Securities and Exchange Commission relating to the proposed offering of up to
$300,000,000 in aggregate principal amount of 8-3/8% Senior Notes due March 15,
2008 (the "Exchange Notes") in exchange for up to $300,000,000 in aggregate
principal amount of the Company's outstanding 8-3/8% Senior Notes due March 15,
2008 (the "Senior Notes"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S)229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Indenture dated March 21, 1998 (the
"Indenture"), by and between the Company and United States Trust
Company of New York, including the form of Exchange Note to be
issued pursuant thereto, as filed as Exhibit 4.15 to the
Registration Statement.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on March 10, 1998 (the "Amended and Restated
Certificate"), the Certificate of Amendment of Amended and
Restated Certificate of Incorporation of the Company, as
May 15, 1998
Page 2
certified by the Secretary of State of the State of Delaware on
March 10, 1998 (the "Certificate of Amendment") , the Certificate
of Change of Registered Agent and Registered Office of the
Company, as certified by the Secretary of State of the State of
Delaware on March 10, 1998 (together with the Amended and
Restated Certificate and the Certificate of Amendment, the
"Certificate of Incorporation"), and the Certificate of
Incorporation as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
4. The Amended and Restated By-laws of the Company, as certified by
the Secretary of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
March 9, 1998, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect,
relating to the issuance and sale of the Exchange Notes and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us
as certified, telecopied, photostatic or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of the General Corporation Law of the State of Delaware, as amended,
and the contract law of the State of New York (but not including any statutes,
ordinances, administrative decisions, rules or regulations of any political
subdivision of the State of New York). We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Exchange Notes have been duly authorized on behalf of the
Company and that, (i) following the effectiveness of the Registration Statement
and receipt by the Company of the Senior Notes in exchange for the Exchange
Notes as specified in the resolutions of the Board of Directors referred to
above, and
May 15, 1998
Page 3
(ii) assuming due execution, authentication, issuance and delivery of
the Exchange Notes as provided in the Indenture, the Exchange Notes will
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture and enforceable in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights (including, without
limitation, the effect of statutory and other laws regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and as may be
limited by the exercise of judicial discretion and the application of principles
of equity including without limitation, requirements of good faith, fair
dealing, conscionability and materiality (regardless of whether the Exchange
Notes are considered in a proceeding in equity or at law).
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.