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Exhibit 5.1
Akerman, Senterfitt & Eidson, P.A.
SunTrust International Center
One Southeast Third Avenue, 28th Floor
Miami, FL 33131-1714
July 27, 2000
SBA Communications Corporation
One Town Center Road
Third Floor
Boca Raton, Fl 33486
Ladies and Gentlemen:
SBA Communications Corporation, a Florida corporation (the "Company"), has
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3, Registration No. 333-41308 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Securities Act"). Such Registration
Statement relates to the sale by the Company of up to 5,750,000 shares (the
"Shares") of the Company's Class A common stock, $.01 par value per share. We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents: (1) the Company's Articles of
incorporation and the Company's Bylaws; (2) resolutions of the Company's board
of directors authorizing the registration of the Shares to be sold and related
matters; (3) the Registration Statement and exhibits thereto; and (4) such other
documents and instruments that we have deemed necessary for the expression of
the opinions contained herein. In making the foregoing examinations we have
assumed, without investigation, the genuineness of all signatures, the
conformity to authentic original documents of all documents submitted to us as
copies, and the veracity of the documents. As to various questions of fact
material to the opinions expressed below, we have relied solely on the
representations or certificates of officers and/or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently verifying the accuracy of such certificates, documents, records or
instruments.
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SBA Communications Corporation
July 27, 2000
Page 2
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Based upon the foregoing examination, and subject to qualifications set
forth below, we are of the opinion that the Shares have been duly authorized
and, when issued, will be validly issued, fully paid and non-assessable.
Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there may exist matters of a legal nature involving the Company in which we have
not been consulted and have not represented the Company. We express no opinion
as to laws of any jurisdiction other than the laws of the State of Florida. The
opinions expressed herein concern only the effect of the laws of the State of
Florida as currently in effect. This opinion letter is limited to the matters
stated herein and no opinion may be implied or inferred beyond the matters
expressly stated herein. The opinions expressed herein are given as of this
date, and we assume no obligation to update or supplement our opinions to
reflect any facts or circumstances that may come to our attention or any change
in law that may occur or become effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations promulgated thereunder.
Sincerely,
AKERMAN, SENTERFITT & EIDSON, P.A.
