EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
December 20, 2001
Sprint Corporation
2330 Shawnee Mission Parkway
Kansas City, Missouri 66205
Re: Legality of the 6.0% Notes due 2007 being registered
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Ladies and Gentlemen:
We have acted as counsel to Sprint Corporation, a Kansas corporation
(the "Company"), and Sprint Capital Corporation, a Delaware corporation ("Sprint
Capital"), in connection with the preparation of a registration statement on
Form S-4 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed exchange of up to $1,750,000,000
aggregate principal amount of 6.0% Notes due 2007 of Sprint Capital being
registered under the Securities Act (the "New Notes") for a like principal
amount of Sprint Capital's issued and outstanding 6.0% Notes due 2007 (the "Old
Notes" and, together with the New Notes, the "Notes"). The Notes are
unconditionally guaranteed by the Company (the "Guarantees").
In so acting, we have reviewed the Indenture, dated as of October 1,
1998, among Sprint Capital, the Company and Bank One, N.A., as Trustee, as
supplemented by the First Supplemental Indenture, dated as of January 15, 1999,
and as further supplemented by the Second Supplemental Indenture, dated as of
October 15, 2001 (the "Indenture"). We have also reviewed such matters of law
and examined original, certified, conformed or photographic copies of such other
documents, records, agreements and certificates as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such review, we have assumed
the genuineness of signatures on all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us as certified,
conformed or photographic copies.
For purposes of the opinions below, we have assumed that the execution
and delivery of, and the performance of all obligations under, the Indenture
relating to the Notes, which has been incorporated by reference in the exhibits
to the Registration Statement, has been duly authorized by all requisite action
by each party thereto other than the Company and Sprint Capital, and that the
Indenture has been duly executed and delivered by, and is a valid and binding
agreement of, such parties other than the Company and Sprint Capital,
enforceable against such other parties in accordance with its terms.
This opinion is limited in all respects to the laws of the State of New
York, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such
Sprint Corporation
December 20, 2001
Page 2
laws may have on the opinions expressed herein. This opinion is limited to the
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated herein.
Based upon the foregoing, and subject to all of the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
(1) The issuance, execution and delivery of the New Notes have
been duly authorized by Sprint Capital and when executed,
authenticated, issued and delivered in the manner provided for in the
Indenture in exchange for the Old Notes, will constitute legal, valid
and binding obligations of Sprint Capital, enforceable against Sprint
Capital in accordance with their terms, subject, as to enforcement of
remedies, to bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally, general equitable
principles, and the discretion of courts in granting equitable
remedies. The New Notes will be entitled to the benefits of the
Indenture.
(2) The Indenture has been duly authorized, executed and
delivered by the Company and Sprint Capital and constitutes a legal,
valid and binding obligation of the Company and Sprint Capital
enforceable against the Company and Sprint Capital in accordance with
its terms subject, as to enforcement of remedies, to bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles, and the
discretion of courts in granting equitable remedies.
(3) The Guarantees constitute legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, subject, as to enforcement of remedies, to
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles,
and the discretion of courts in granting equitable remedies.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur, which could affect the
opinions contained herein.
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 that is included in the Registration Statement.
Very truly yours,
/s/ KING & SPALDING