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EXHIBIT 5.1
Friedlob Sanderson
Paulson & Tourtillott, LLC
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1400 Glenarm Place Denver, Colorado 80202-5099
303.571.1400 FAX 303.595.3159 FAX 303.595.3970
December 22, 2000
EchoStar Broadband Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120
Re: 10 3/8% Senior Notes Due 2007
Ladies and Gentlemen:
We have acted as special outside counsel for EchoStar Broadband
Corporation, a Colorado corporation (the "Issuer), and are familiar with the
Issuer's Registration Statement on Form S-4 (the "Registration Statement"),
filed today with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the Issuer's
proposed offer to exchange up to $1,000,000 in aggregate principal amount of its
new 10 3/8% Senior Notes due 2007 (the "Exchange Notes") for up to $1,000,000 in
aggregate principal amount of its 10 3/8% Senior Notes due 2007 (the "Old
Notes").
In so acting, we have reviewed originals (or copies certified or
otherwise identified to our satisfaction) of:
(i) the Registration Statement;
(ii) the Indenture relating to the Old Notes between the Issuer and
U.S. Bank Trust National Association, as trustee, dated as of
September 25, 2000; and
(iii) such other resolutions, corporate documents, records and other
instruments as we have deemed necessary for the purposes of this
opinion.
As to any facts material to this opinion, we have relied upon
statements and representations of the Issuer, EchoStar Communications
Corporation and public officials. We have assumed that the Issuer is validly
existing and in good standing under the laws of its jurisdiction of
organization, that it has the corporate power and authority to enter into and
perform its obligations under the Indentures and the Exchange Notes and that the
Trustee under the Indentures has the corporate power and authority to enter into
an perform its obligations under the Indenture and the Indenture constitutes the
valid, binding and enforceable obligations of the Trustee.
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EchoStar Broadband Corporation
December 22, 2000
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On the basis of our review, it is our opinion that when (i) the
Registration Statement has become effective, (ii) the Exchange Notes are duly
authorized, executed and delivered on behalf of the Issuer in accordance with
the Indenture in exchange for the Old Notes pursuant to the terms of the offer
to exchange set forth in the Prospectus forming a part of the Registration
Statement and the accompanying letter of transmittal and (iii) the Exchange
Notes are duly authenticated by the Trustee pursuant to the terms of the
applicable Indenture, the Exchange Notes will constitute valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with
their terms, subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other laws relating to or affecting generally the
enforcement of creditors' rights, to general principles of equity and to implied
covenants of good faith and fair dealing.
We are members of the bar of the State of Colorado and do not express
any opinion herein as to any laws other than the laws of the State of Colorado
and the federal laws of the United States of America.
We express no opinion herein of the Federal Communications Act, as
amended, or the rules and regulations thereunder or the policies of the Federal
Communications Commission or the staff thereof pursuant to delegated authority.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement. In
giving consent to the use of our name under the heading "Legal Matters," we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission.
Very truly yours,