EXHIBIT 5.1
December 21, 2000
Teligent, Inc.
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
Dear Sirs and Madams:
We have acted as special counsel in the state of New York to Teligent,
Inc., a Delaware corporation (the "Company"), in connection with the
registration, pursuant to a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), for the registration of 5,000,000 shares of Class A Common Stock, $0.01
par value per share (the "Shares"), of the Company which may be issued upon
exercise of stock options pursuant to the Teligent, Inc. 1997 Stock Incentive
Plan, as amended and restated (the "Plan").
We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others, as we have deemed appropriate for the
purposes of this letter.
Based on the foregoing, we are of the opinion that:
1. The issuance of the Shares upon exercise of stock options
granted under the Plan has been duly authorized; and
2. When the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
