K. PATRICK MEEHAN, ESQ.
1520 S.W. 57th TERRACE
CAPE CORAL, FL 33914
(941) 945-6330
FAX (941) 541-0365
December 22, 1998
Price Communications Wireless, Inc.
45 Rockefeller Plaza
Suite 3200
New York, NY 10020
Ladies and Gentlemen:
I have acted as special counsel to Price Communications Wireless, Inc. (the
"Company") in connection with the Company's offer (the "Exchange Offer") to
exchange its 91/8% Series B Senior Secured Notes due 2006 (the "New Notes") for
any and all of its outstanding 91/8% Series A Senior Secured Notes due 2006 (the
"Old Notes") and the guarantee (the "Guarantees") of the New Notes by the
Company's direct and indirect subsidiaries listed on Schedule A hereto (the
"Guarantor Subsidiaries").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion.
Upon the basis of the foregoing and assuming the due execution and delivery of
the New Notes and the Guarantees, I am of the opinion that the Guarantees, when
the New Notes and the Guarantees are executed, authenticated and delivered in
accordance with the Exchange Offer, will be valid and binding obligations of the
Guarantor Subsidiaries enforceable in accordance with their terms, except (a) as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting
creditors' rights and remedies generally, (b) as to general principles of
equity, regardless of whether enforcement is sought in a proceeding at law or in
equity, and (c) to the extent that a waiver of rights is sought under any usury
laws may be unenforceable.
Price Communications Wireless, Inc December 22, 1998
2
The foregoing opinion is subject to the following limitations and
qualifications:
(A) I express no opinion as to the right, title or interest of any party to any
collateral or the value given therefor.
(B) I express no opinion as to the creation, perfection or priority of any
security interest or lien.
(C) I express no opinion as to the enforceability of any security interest.
I am a member of the Florida Bar and the foregoing opinion is limited to the
laws of the State of Florida and the General Corporation Law of the State of
Delaware. I express no opinion as to the matters arising under or involving law
of any jurisdiction other than the State of Florida and the General Corporation
Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement relating to the Exchange Offer.
This opinion is rendered to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose, or quoted to or
relied upon by or furnished to any other person without prior written consent.
Very truly yours,
/s/ K. Patrick Meehan
- -------------------------
K. Patrick Meehan
SCHEDULE A
Guarantors
- ----------
ALBANY CELLULAR PARTNERS
COLUMBUS CELLULAR TELEPHONE COMPANY
MACON CELLULAR TELEPHONE SYSTEMS LIMITED PARTNERSHIP
SAVANNAH CELLULAR LIMITED PARTNERSHIP
PANAMA CITY CELLULAR TELEPHONE COMPANY, LTD.
PANHANDLE CELLULAR PARTNERSHIP
PALMER WIRELESS HOLDINGS, INC.
PRICE COMMUNICATIONS WIRELESS II, INC.
PRICE COMMUNICATIONS WIRELESS III, INC.
PRICE COMMUNICATIONS WIRELESS IV, INC.
PRICE COMMUNICATIONS WIRELESS V, INC.
PRICE COMMUNICATIONS WIRELESS VI, INC.
PRICE COMMUNICATIONS WIRELESS VII, INC.
PRICE COMMUNICATIONS WIRELESS VIII, INC.
PRICE COMMUNICATIONS WIRELESS IX, INC.
CEI COMMUNICATIONS, INC.
CELLULAR DYNAMICS TELEPHONE COMPANY
CELLULAR SYSTEMS OF SOUTHEAST ALABAMA, INC.
DOTHAN CELLULAR TELEPHONE COMPANY, INC.
MONTGOMERY CELLULAR HOLDING CO., INC.
MONTGOMERY CELLULAR TELEPHONE COMPANY, INC.
PANAMA CITY COMMUNICATIONS, INC.