Exhibit 5.1
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[Hogan & Hartson L.L.P. Letterhead]
December 23, 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, as amended (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 9-1/2% Senior Notes due November
1, 2008 (the "Exchange Notes") in exchange for up to $300,000,000 in aggregate
principal amount of the Company's outstanding 9-1/2% Senior Notes Due November
1, 2008 (the "Outstanding 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 October 30, 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 4.20 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
October 22, 1998 (the "Amended and Restated Certificate"), the
Certificate of Amendment of Amended and
December 23, 1998
Page 2
Restated Certificate of Incorporation of the Company, as certified by
the Secretary of State of the State of Delaware on October 22, 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 October 22, 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
September 30, 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
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). 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. We express
no opinion herein as to any other laws, statutes, ordinances, rules or
regulations not specifically referred to above.
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 Outstanding Notes in exchange for the Exchange Notes as
December 23, 1998
Page 3
specified in the resolutions of the Board of Directors referred to above, and
(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 may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights (including, without limitation, the effect of
statutory and other law 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.