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Exhibit 5.1
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street, NE
Atlanta, Georgia 30308-3242
(404) 521-3939
December 29, 2000
Nextel International, Inc.
10700 Parkridge Blvd.
Suite 600
Reston, Virginia 20191
Ladies and Gentlemen:
We are acting as counsel to Nextel (the "Company"), a corporation
organized under the laws of the State of Delaware, in connection with (i) the
offer to exchange (the "Exchange Offer") $1,000 principal amount of the
Company's 12 3/4% Senior Serial Notes due 2010 (the "Exchange Notes") for each
$1,000 principal amount at maturity of Company's outstanding 12 3/4% Senior
Serial Notes due 2010 (the "Private Notes") and (ii) the preparation of the
prospectus (the "Prospectus") contained in the registration statement on Form
S-4 (the "Registration Statement") (No. 333-51900) filed with the Securities
and Exchange Commission by the Company for the purpose of registering the
Exchange Notes under the Securities Act of 1933 (the "Act"). The Private Notes
have been, and the Exchange Notes will be, issued pursuant to an Indenture,
dated as of August 1, 2000 between Nextel International, Inc. and The Bank of
New York as Trustee (the "Trustee") (as supplemented by the Supplemental
Indenture dated December 13, 2000 between the Company and the Trustee, the
"Indenture").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents, and other
instruments and such certificates or comparable documents of public officials
and representatives of the Company and have made such other and further
investigations as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
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Based on the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that when the Exchange Notes, substantially
in the form as set forth on an exhibit to the Indenture filed as Exhibit 4.5 to
the Registration Statement, have been duly executed by the Company and
authenticated by the Trustee in accordance with the Indenture and duly delivered
in exchange for the Private Notes in accordance with the Exchange Offer in the
manner described in the Registration Statement, the Exchange Notes will
constitute valid and legally binding obligations of the Company, except to the
extent enforceability may be limited by bankruptcy, insolvency fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
