Exhibit 5
June 16, 1997
CCPR Services, Inc.
Cellular Communications of Puerto Rico, Inc.
110 East 59th Street, 16th Floor
New York, New York 10022
Re: CCPR Services, Inc.
Registration Statement on Form S-4
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Ladies and Gentlemen:
I am Senior Vice President-General Counsel of Cellular Communications of
Puerto Rico, Inc. ("CCPR") and CCPR Services, Inc. ("Services"), which are
Delaware corporations (and which are collectively referred to in this opinion as
the "Companies"), and as such I have acted as counsel in connection with a
public offering (the "Exchange Offer") by Services of up to $200,000,000
aggregate principal amount at maturity of Services' 10% Senior Subordinated
Notes Due 2007 (the "New Notes") which are fully and unconditionally guaranteed
by CCPR (the "Guarantee") and are to be issued pursuant to the Indenture dated
as of January 31, 1997 among Services, CCPR, as Guarantor, and The Chase
Manhattan Bank, as Trustee (the "Indenture"), in exchange for a like principal
amount at maturity of Services' issued and outstanding 10% Senior Notes Due 2007
(the "Old Notes").
This opinion is delivered in accordance with the requirements of Item
601(b) (5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of (a) the Registration
Statement on Form S-4 (File No. 333-26055) as filed with the Securities and
Exchange Commission (the "Commission") on April 29, 1997 under the Act and
Amendment No. 1 with which this opinion is being filed (such Registration
Statement, as so amended, being hereafter referred to as the "Registration
Statement"); (b) the Indenture (including the Guarantee set forth therein),
filed as an exhibit to the Registration Statement; (c) the form of the New Notes
set forth as A-1 to the Indenture; (d) certain resolutions of the Board of
Directors of CCPR and Services and the Pricing Committee of the Board of
Directors of Services, in each case relating to the issuance of the Old Notes
and the exchange of the Old Notes for the New Notes and related matters; (e) the
Restated Certificates of Incorporation of CCPR and Services, as presently in
effect; and (f) the Restated By-Laws of CCPR and Services, as presently in
effect. I have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of CCPR and Services and such
agreements, certificates of public officials, certificates of officers or other
representatives of CCPR and Services and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed by parties other than CCPR and Services, I have assumed
that such parties had the power, corporate and other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate and other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which I have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Companies and others.
I am admitted to the bar in the State of New York, and I express no
opinion as to the laws of any other jurisdiction other than the corporate law of
the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that when
(i) the Registration Statement becomes effective and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended; (ii) the New Notes,
upon consummation of the Exchange Offer as described in the Registration
Statement, have been duly executed and authenticated in accordance with the
terms of the Indenture; and (iii) the New Notes issuable upon consummation of
the Exchange Offer have been duly delivered against receipt of Old Notes
surrendered in exchange therefor as contemplated by the Registration Statement,
(a) the New Notes issuable upon consummation of the Exchange Offer will
constitute valid and binding obligations of Services entitled to the benefits of
the Indenture and enforceable against Services in accordance with their terms
and (b) the Guarantee will constitute a valid and binding obligation of CCPR
enforceable against CCPR in accordance with its terms, except to the extent that
enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. I also consent to the reference to me
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Richard J. Lubasch
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Richard J. Lubasch
Senior Vice President-
General Counsel