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EXHIBIT 5
[LETTERHEAD]
Dobson Communications Corporation
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73044
Ladies and Gentlemen:
We have been requested to render our opinion as to certain matters regarding
10 7/8% Senior Notes due 2010 (the "Notes") of Dobson Communications Corporation
(the "Company"), which are to be issued pursuant to a registration statement on
Form S-4 (File No. 333- ) filed with the Securities and Exchange Commission
on July 14, 2000 (the "Registration Statement"). We have examined the Company's
minute books and other corporate records and the Registration Statement, and
have made such other investigation as we deem necessary in order to render the
opinions expressed herein. Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Oklahoma.
2. The Notes proposed to be issued by the Company have been duly and validly
authorized for issuance and, when issued, will be validly issued, fully paid
and nonassessable.
We hereby consent to the inclusion of this opinion letter as an exhibit to
the Registration Statement. We also consent to the reference to this firm
appearing under the caption "Legal Matters" and elsewhere in the prospectus
which is part of the Registration Statement.
Very truly yours,
McAfee & Taft A Professional
Corporation
