EXHIBIT (5)
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
July 19, 1999
Teligent, Inc.
Ladies & Gentlemen:
We have acted as counsel for Teligent, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and
sale from time to time pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") of up to (A) $1,000,000,000 of senior or
subordinated debt securities (the "Debt Securities") of the Company,
preferred stock (the "Preferred Stock") of the Company, Depositary Shares
(the "Depositary Shares") of the Company representing a fractional interest
in a share of Preferred Stock, and Class A common stock of the Company (the
"Company Common Stock") and (B) 2,000,000 shares of common stock (the
"Selling Shareholder Common Stock" and, together with the Company Common
Stock, the "Common Stock") by a certain shareholder (the "Selling
Shareholder") of the Company named in the Registration Statement referred
to below (the Debt Securities, Preferred Stock, Depositary Shares and the
Common Stock are collectively referred to herein as the "Securities").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including the following: (a) the Certificate of
Incorporation of the Company, as amended; (b) the By-laws of the Company,
as amended; (c) the forms of the Senior Indenture and the Subordinated
Indenture (each an "Indenture", and collectively, the "Indentures") each as
filed as an Exhibit to the Registration Statement; (d) resolutions adopted
on June 7, 1999 and on October 6, 1997 by the Board of Directors of the
Company; (e) the Registration Statement on Form S-3 (Registration No. 333-
80469) filed with the Securities and Exchange Commission (the "Commission")
on June 11, 1999 under the Securities Act (together with any amendments or
supplements thereto, the "Registration Statement"); and (f) the section of
the stock ledger of the Company with respect to the sale of shares of
Common Stock to the Selling Shareholder.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws;
(ii) the Registration Statement will be effective and will comply with all
applicable laws at the time the Securities are offered or issued as
contemplated by the Registration Statement; (iii) a Prospectus Supplement
or term sheet will have been prepared and filed with the Securities and
Exchange Commission describing the Securities offered thereby and will
comply with all applicable laws; (iv) all Securities will be issued and
sold in compliance with applicable federal and state securities laws and in
the manner stated in the Registration Statement and the appropriate
Prospectus Supplement or term sheet; (v) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered or
issued will have been duly authorized and validly executed and delivered by
the Company or the Selling Shareholder, as applicable, and the other
parties thereto; and (vi) any Securities issuable upon conversion, exchange
or exercise of any Security being offered or issued will be duly
authorized, credited and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise, we are of opinion as follows:
(1) with respect to Debt Securities to be issued under any of the
Indentures, when (A) the applicable trustee is qualified to act as
such under such Indenture, (B) the applicable trustee has duly
executed and delivered the applicable Indenture, (C) the applicable
Indenture has been duly authorized and validly executed and delivered
by the Company to the applicable trustee, (D) the applicable Indenture
has been duly qualified under the Trust Indenture Act of 1939, as
amended, (E) the Board of Directors of the Company or a duly
constituted and acting committee thereof (such Board of Directors or
committee being hereinafter referred to as the "Board") has taken all
necessary corporate action to approve the issuance and terms of such
Debt Securities, the terms of the offering thereof and related matters
and (F) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the
applicable Indenture and the applicable
definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be validly issued and will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights
generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law);
(2) with respect to shares of Preferred Stock, when both (A) the
Board has taken all necessary corporate action to approve the issuance
and terms of the shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a Certificate
of Amendment relating to such Preferred Stock (a "Certificate") and
the filing of the Certificate with the Secretary of State of the State
of Delaware, and (B) certificates representing the shares of Preferred
Stock have been duly executed, countersigned, registered and delivered
either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment
of the consideration therefor (not less than the par value of the
Preferred Stock) provided for therein or (ii) upon conversion or
exercise of any other Security, in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion or exercise as approved by the Board, for the consideration
approved by the Board (not less than the par value of the Preferred
Stock), then the shares of Preferred Stock will be validly issued,
fully paid and nonassessable;
(3) with respect to Depositary Shares, when (A) the Board has
taken all necessary corporate action to approve the issuance and terms
of the Depositary Shares, the terms of the offering thereof and
related matters, including the adoption of a Certificate relating to
the Preferred Stock underlying such Depositary Shares and the filing
of the Certificate with the Secretary of State of the State of
Delaware, (B) the Deposit Agreement or Agreements relating to the
Depositary Shares and the related Depositary Receipts have been duly
authorized and validly executed and delivered by the Company and the
Depositary appointed
by the Company, (C) the shares of Preferred Stock underlying such
Depositary Shares have been deposited with a bank or trust company
(which meets the requirements for the Depositary set forth in the
Registration Statement or the applicable Prospectus Supplement) under
the applicable Deposit Agreement and (D) the Depositary Receipts
representing the Depositary Shares have been duly executed,
countersigned, registered and delivered in accordance with the
appropriate Deposit Agreement and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment
of the consideration therefor provided for therein, the Depositary
Shares will be validly issued;
(4) with respect to shares of Company Common Stock when both (A)
the Board has taken all necessary corporate action to approve the
issuance of and the terms of the offering of the shares of Company
Common Stock and related matters and (B) certificates representing the
shares of Company Common Stock have been duly executed, countersigned,
registered and delivered either (i) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor (not less than the
par value of the Company Common Stock) provided for therein or (ii)
upon conversion or exercise of any other Security, in accordance with
the terms of such Security or the instrument governing such Security
providing for such conversion or exercise as approved by the Board,
for the consideration approved by the Board (not less than the par
value of the Common Stock), then the shares of Company Common Stock
will be validly issued, fully paid and nonassessable; and
(5) with respect to shares of Selling Shareholder Common Stock,
when such shares were heretofore issued to the Selling Shareholder
they were validly issued, and they are fully paid and nonassessable.
We know that we may be referred to, as counsel who has passed
upon the validity of the Debt Securities or the issuance of the Preferred
Stock, Depositary Shares or Common Stock, in a Prospectus Supplement or
term sheet to the Registration Statement filed with the Commission pursuant
to the Securities Act, and we hereby consent to such use of our
name in the Registration Statement and to the use of this opinion for
filing with the Registration Statement as Exhibit (5) thereto.
We hereby consent to the incorporation by reference of this opinion
into a subsequent registration statement filed by the Company pursuant to
Rule 462(b) under the Securities Act of 1933 relating to the offering covered
by this registration statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
---------------------------
CRAVATH, SWAINE & MOORE
Teligent, Inc.
8065 Leesburg Pike
Suite 400
Vienna, VA 22182