EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
July 6, 1998
SBA Communications Corporation
One Town Center Road
Boca Raton, Florida 33486
Re: Registration Statement on Form S-4
SBA Communications Corporation
File No. 333-50219
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Ladies and Gentlemen:
In connection with the registration of $269,000,000 in aggregate
principal amount at maturity of its 12% Senior Discount Notes due 2008 (the "New
Notes") by SBA Communications Corporation, a company incorporated under the laws
of the State of Florida (the "Company"), pursuant to a registration statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on April 15, 1998 (File No. 333-50219), you have
requested our opinion with respect to the matters set forth below. The New
Notes will be issued pursuant to an indenture (the "Indenture"), dated as of
March 2, 1998, among the Company and State Street Bank and Trust Company, as
trustee (the "Trustee"). The New Notes will be issued in exchange for the
Company's outstanding 12% Senior Discount Notes due 2008 (the "Old Notes") on
the terms set forth in the prospectus contained in the Registration Statement
and the Letter of Transmittal filed as an exhibit thereto (the "Exchange
Offer").
In our capacity as your special counsel, we have made such legal and factual
examinations and inquiries as we have deemed necessary or appropriate for
purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies. As to facts material to the opinions, statements and assumptions
expressed herein, we
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
July 6, 1998
Page 2
have, with your consent, relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York and we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state. Various
issues concerning the laws of the State of Florida are addressed in the opinion
of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., which has been separately
provided to you, and we express no opinion with respect thereto.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
When the New Notes to be exchanged for the Old Notes pursuant to the
Exchange Offer have been duly executed, issued and authenticated in accordance
with the terms of the Exchange Offer and the Indenture, the New Notes will be
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
The opinion rendered in the forgoing paragraph relating to the
enforceability of the New Notes is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 4.06 of
the Indenture; and (iv) we express no opinion with respect to whether
acceleration of the New Notes may affect the collectibility of that portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.
To the extent that the obligations of the Company under the Indenture
and the New Notes may be dependent upon such matters, we have assumed for
purposes of this opinion that (i) each of the Company and the Trustee (a) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (b) has the requisite organizational and legal
power and authority to perform its obligations under the Indenture; (c) is duly
qualified to engage in the activities contemplated by the Indenture; and (d) has
duly authorized, executed and delivered the Indenture; (ii) the Indenture is the
legally valid and binding agreement of the Trustee, enforceable against the
Trustee in accordance with its terms; and (iii) that the Trustee is in
compliance, generally and with respect to acting as Trustee under the Indenture,
with all applicable laws and regulations. We have also assumed, with your
consent, that the choice of law provisions in the Indenture would be enforced by
any court in which enforcement thereof might be sought.
We have not been requested to express and, with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the New Notes of Sections 547 and 548 of the
Bankruptcy Code or applicable state law (including, without limitation, Article
10 of the New York Debtor & Creditor Law) relating to preferences and fraudulent
transfers and obligations.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins