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Exhibit 5.1
November 12, 1996
Board of Directors
McLeod, Inc.
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401
Gentlemen:
We are acting as special counsel to McLeod, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-1, as amended (File No. 333-13885) (the "Registration Statement") filed
with the Securities and Exchange Commission relating to the proposed public
offering of up to 7,130,000 shares of the Company's Class A Common Stock, par
value $0.01 per share, 6,616,000 of which shares (the "Company Shares") are to
be sold by the Company (including 930,000 shares subject to an over-allotment
option granted to the Underwriters) and 514,000 of which shares (the "Selling
Stockholder Shares") are to be sold by the Selling Stockholders identified in
the Registration Statement . 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. Section 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. The Amended and Restated Certificate of Incorporation
of the Company, as certified by the Secretary of
State of the State of Delaware on November 7, 1996
and as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and
in effect.
3. The Amended and Restated By-laws of the Company, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
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Board of Directors
McLeod, Inc.
November 12, 1996
Page 2
4. The proposed form of the Underwriting Agreement among
the Company, Salomon Brothers Inc, Bear, Stearns &
Co. Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the Underwriters thereunder, and
certain stockholders of the Company, filed as Exhibit
1.1 to the Registration Statement (the "Underwriting
Agreement").
5. Resolutions of the Board of Directors of the Company
adopted on September 26, 1996, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect, relating to
the issuance and sale of the Company Shares and
arrangements in connection therewith.
6. Unanimous Consent to Action by the Shareholder and
Director of McLeod Telecommunications, Inc., the
Company's predecessor ("McLeod Telecommunications"),
dated September 21, 1992, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect, relating to
the grant by McLeod Telecommunications to certain of
the Selling Stockholders of stock options to purchase
certain of the Selling Stockholder Shares and
arrangements in connection therewith.
7. Unanimous Consent to Action by the Director of McLeod
Telecommunications dated January 1, 1993, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect, relating to the issuance and sale by McLeod
Telecommunications to certain of the Selling
Stockholders of certain of the Selling Stockholder
Shares and arrangements in connection therewith.
8. Resolutions of the Board of Directors of McLeod
Telecommunications adopted on April 1, 1993, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect, relating to the issuance and sale by McLeod
Telecommunications to one of the Selling Stockholders
of certain of the Selling Stockholder Shares and
arrangements in connection therewith.
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Board of Directors
McLeod, Inc.
November 12, 1996
Page 3
9. Resolutions of the Board of Directors of McLeod
Telecommunications adopted on July 19, 1993, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect, relating to the grant by McLeod
Telecommunications to one of the Selling Stockholders
of stock options to purchase certain of the Selling
Stockholder Shares and arrangements in connection
therewith.
10. Resolutions of the Board of Directors of the Company
adopted on January 27, 1994, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect, relating to
the grant by the Company to one of the Selling
Stockholders of stock options to purchase certain of
the Selling Stockholder Shares and arrangements in
connection therewith.
11. Unanimous Consent of Shareholders and Directors of
the Company dated February 22, 1994, as certified by
the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating
to the issuance and sale by the Company to certain of
the Selling Stockholders of certain of the Selling
Stockholder Shares and arrangements in connection
therewith.
12. Resolutions of the Board of Directors of the Company
adopted on July 12, 1996, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect, relating to
the issuance and sale by the Company to certain of
the Selling Stockholders of certain of the Selling
Stockholder Shares and arrangements in connection
therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
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Board of Directors
McLeod, Inc.
November 12, 1996
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This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that (a) following (i) final action of the Board of Directors of
the Company (or a duly appointed pricing committee thereof) approving the price
of the Company Shares, (ii) execution and delivery by the Company of the
Underwriting Agreement, (iii) effectiveness of the Registration Statement, (iv)
issuance of the Company Shares pursuant to the terms of the Underwriting
Agreement and (v) receipt by the Company of the consideration for the Company
Shares to be sold by the Company specified in the resolutions of the Board of
Directors (or a duly appointed pricing committee thereof) referred to above,
the Company Shares will be validly issued, fully paid and nonassessable under
the General Corporation Law of the State of Delaware; and (b) assuming that at
the time the Selling Stockholder Shares were issued the Company received the
consideration therefor specified in the consents and the resolutions referred
to in paragraphs 7, 8, 11 and 12 above and that at the time the stock options
to purchase certain of the Selling Stockholder Shares are exercised the Company
receives the consideration therefor specified in the consents and the
resolutions referred to in paragraphs 6, 9 and 10 above, the Selling
Stockholder Shares are or will be validly issued, fully paid and nonassessable
under the General Corporation Law of the State of Delaware.
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 be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
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Board of Directors
McLeod, Inc.
November 12, 1996
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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,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.