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EXHIBIT 5
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103
June 2, 2000
Pegasus Communications Corporation
c/o Pegasus Communications Management Company
225 City Line Avenue
Suite 200
Bala Cynwyd, PA 19004
Re: Pegasus Communications Corporation
Securities and Exchange Commission
Post-Effective Amendment to
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Pegasus Communications Corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission of the Company's Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 under the Securities Act of 1933
(the "Registration Statement") relating to 410,000 shares of Class A Common
Stock of the Company, par value $0.01 per share (the "Shares"), issuable
pursuant to the Pegasus Communications Savings Plan, as amended, and the Pegasus
Communications Puerto Rico Savings Plan (collectively, the "Plans").
In this capacity, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-laws, resolutions of its Board of Directors, the Plans,
and such other documents and corporate records as we have deemed appropriate for
the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of
law as we have deemed relevant, we are of the opinion that the issuance of the
Shares by the Company pursuant to the Plans has been duly authorized by the
necessary corporate action on the part of the Company and such Shares, upon
payment therefore, if applicable, in accordance with the terms of the Plans will
be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal law
of the United States and the Delaware General Corporation Law.
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We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933, as amended, because we have not certified any part
of the Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
