Exhibit 5.1
[Letterhead of McDermott, Will & Emery]
October 8, 1999
TeleCorp PCS, Inc.
TeleCorp Communications, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
Ladies and Gentlemen:
We have acted as special counsel to you in connection with the issuance,
authentication and delivery of $575.0 million principal amount at maturity of
11-5/8% Senior Subordinated Discount Notes Due 2009 (the "Exchange Notes") of
TeleCorp PCS, Inc. (the "Company") together with the guarantee thereof (the
"Subsidiary Guarantee" and collectively with the Exchange Notes, the
"Securities") by TeleCorp Communications, Inc. (the "Subsidiary Guarantor"), in
exchange for a like amount of 11-5/8% Senior Subordinated Discount Notes Due
2009 (the "Old Notes") of the Company, as contemplated by the Prospectus (the
"Prospectus") included as part of the Registration Statement on Form S-4 (the
"Registration Statement") with respect to the Exchange Notes, which was filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").
For the purposes of this opinion, we have examined the Registration
Statement and the Prospectus contained therein, the indenture dated as of April
23, 1999 (the "Indenture") between the Company and Bankers Trust Company, as
Trustee (the "Trustee"), the form of the Exchange Notes, the resolutions of the
Board of Directors of the Company dated as of April 19, 1999 and April 22, 1999
and of the Subsidiary Guarantor dated as of April 20, 1999, the authentication
order delivered to you by the Company (the "Authentication Order") and the
certificate executed by officers of the Company and delivered to you (the
"Officers' Certificate"). We have also examined and relied upon the
representations and warranties as to factual matters contained in such documents
and upon originals or copies of such corporate records and other documents and
have reviewed such questions of law as we considered necessary or appropriate
for the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted
October 8, 1999
Page 2
to us as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies, the genuineness of all
signatures on documents reviewed by us and the legal capacity of natural
persons. As to any facts material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations and
certificates of the Company and its officers and other representatives and of
public officials.
Members of this firm are admitted to the Bar of the State of New York and
we express no opinion as to the applicability of, compliance with or effect of
the law of any jurisdiction other than the federal laws of the United States,
the General Corporation Law of the State of Delaware and the laws of the State
of New York.
Based on such examination and review, we are of the opinion that:
1. The issuance of the Exchange Notes has been duly authorized by
the Company and the Subsidiary Guarantee has been duly authorized
by the Subsidiary Guarantor;
2. When (i) authenticated by the Trustee in accordance with the
provisions of the Indenture, (ii) duly executed by the Company,
and (iii) issued and delivered in exchange for Old Notes in
accordance with the terms of the exchange offer, the Exchange
Notes will be legally issued and will constitute the valid and
legally binding obligation of the Company, enforceable against
the Company in accordance with their terms; and
3. When the Exchange Notes are (i) authenticated by the Trustee in
accordance with the provisions of the Indenture, (ii) duly
executed by the Company, and (iii) issued and delivered in
exchange for Old Notes in accordance with the terms of the
exchange offer, the Subsidiary Guarantee will constitute the
valid and legally binding obligation of the Subsidiary Guarantor,
enforceable against the Subsidiary Guarantor in accordance with
its terms.
The opinions contained herein are subject in each case to the following
qualifications:
A. enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter existing affecting creditors'
rights generally and by general principles of equity (regardless
of whether enforcement is sought in equity or at law); and
B. we express no opinion as to the enforceability of any rights to
contribution or indemnification provided for in the Securities
which are violative of the public policy underlying any law, rule
or regulation (including any federal or state securities law,
rule or regulation).
October 8, 1999
Page 3
To the extent that the obligations of the Company or the Subsidiary
Guarantor under the Indenture may be dependent upon the following matters, we
have assumed for purposes of this opinion that (i) the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the Indenture, (ii) the Indenture has been duly authorized,
executed and delivered by and constitutes the legal, valid and binding
obligation of the Trustee, (iii) the Trustee is in compliance, generally and
with respect to acting as Trustee, under the Indenture, with all applicable laws
and regulations, and (iv) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder.
This opinion is limited to the matters expressly set forth herein and no
opinion is implied or may be inferred beyond the matters expressly so stated.
This opinion may not be relied upon by anyone other than you and by you only in
connection with the exchange offer. This opinion is given as of the date hereof
and we do not undertake any liability or responsibility to inform you of any
change in circumstances occurring, or additional information becoming available
to us, after the date hereof which might alter the opinions contained herein.
Very truly yours,
/s/ McDermott, Will & Emery