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Exhibit 5.1
Form of Opinion
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street, NE
Atlanta, Georgia 30308-3242
(404) 521-3939
________________, 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-____________) 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., a Washington corporation, and The Bank of New York as Trustee (as
supplemented by the Supplemental Indenture dated December __, 2000 between the
Company and The Bank of New York as Trustee, the "Indenture"). Unless
otherwise defined herein, terms defined in the Prospectus are used herein as
defined therein.
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
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submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
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,
