Exhibit 5.1
[Hogan & Hartson L.L.P. Letterhead]
April 23, 1999
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
$500,000,000 in aggregate principal amount of 8-1/8% Senior Notes due February
15, 2009 (the "Exchange Notes") in exchange for up to $500,000,000 in aggregate
principal amount of the Company's outstanding 8-1/8% Senior Notes Due February
15, 2009 (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 February 22, 1999 (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 4.22 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 0-20763) filed with the Securities and
Exchange Commission on March 24, 1999.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on February 18, 1999 (the "Amended and Restated
April 23, 1999
Page 2
Certificate"), the Certificate of Amendment of Amended and
Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of Delaware on
February 18, 1999 (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 February 18, 1999 (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. Unanimous Written Consent of the Board of Directors of the
Company dated February 11, 1999, 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 specified in the resolutions of the Board of Directors referred to
above, and
April 23, 1999
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 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).
The Opinion expressed in the Paragraph above shall be understood to
mean only that (i) if there is a default in performance of an obligation, (ii)
if a failure to pay or other damage can be shown and (iii) if the defaulting
party can be brought into a court which will hear the case and apply the
governing law, then, subject to the availability of defenses, and to the
exceptions set forth in the Paragraph above, the court will provide a money
damage (or perhaps injunctive or specific performance) remedy.
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,
HOGAN & HARTSON L.L.P.