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EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1000
June 1, 2000
Crown Castle International Corp.
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Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel for Crown Castle International
Corp., a Delaware corporation (the "Company"), in connection with the filing by
the Company with the Securities and Exchange Commission (the "Commission") on
May 18, 2000 of the Registration Statement on Form S-3 (File No. 333-37354)
(the "Registration Statement") relating to (i) shares of preferred stock, $.01
par value per share, of the Company (the "Preferred Stock") and (ii) Common
Stock, $.01 par value per share, of the Company (the "Common Stock"). The
Preferred Stock and the Common Stock are referred to herein collectively as the
"Offered Securities." The Offered Securities being registered under the
Registration Statement will be offered on a continued or delayed basis pursuant
to the provisions of Rule 415 under the Securities Act of 1933, (the "Securities
Act"). The Preferred Stock will be issued pursuant to a Certificate of
Designations (the "Certificate of Designations") relating to a particular series
of Preferred Stock.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including without limitation the
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following: (a) the Certificate of Incorporation, as amended of the Company; (b)
the Amended and Restated By-laws of the Company; (c) the Registration
Statement; (d) the form of the Underwriting Agreement attached as Exhibit 1.1 to
the Registration Statement; and (e) the minutes of the Board of Directors of the
Company.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws; (ii)
the Registration Statement will be effective and will comply with all applicable
laws at the time the Offered Securities are offered or issued as contemplated by
the Registration Statement; (iii) to the extent required under the Securities
Act, a prospectus supplement that contains all appropriate information will have
been prepared and filed with the Commission; (iv) all Offered Securities will be
issued and sold in compliance with applicable federal and state securities laws
and in the manner stated in the Registration Statement and the appropriate
prospectus supplement; (v) to the extent applicable, a definitive purchase,
underwriting or similar agreement and any other necessary agreement with respect
to any Offered Securities offered or issued will have been duly authorized and
validly executed and delivered by the Company and the other parties thereto; and
(vi) any Offered Securities issuable upon conversion, exchange or exercise of
any Offered Security being offered or issued will be duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange or
exercise, we are of the opinion as follows:
(1) The Company is duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
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(2) With respect to shares of Preferred Stock, when both (A) the Board has
taken all necessary corporate action to approve the issuance and terms of the
shares of Preferred Stock, the terms of the offering thereof and related
matters, including the adoption of a Certificate of Designation relating to such
Preferred Stock and the filing of the Certificate of Designation with the
Secretary of State of the State of Delaware, and (B) certificates representing
the shares of Preferred Stock have been duly executed, countersigned, registered
and delivered either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Preferred Stock)
provided for therein or (ii) upon conversion or exercise of any other Offered
Security, in accordance with the terms of such Offered Security or the
instrument governing such Offered Security providing for such conversion or
exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Preferred Stock), then the shares of
Preferred Stock will be validly issued, fully paid and nonassessable.
(3) With respect to shares of Common Stock, when both (A) the Board has
taken all necessary corporate action to approve the issuance of and the terms of
the offering of the shares of Common Stock and related matters and (B)
certificates representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Common Stock) provided for therein or (ii) upon conversion or
exercise of any other Offered Security, in accordance with the terms of such
Offered Security or the instrument governing such Offered Security providing for
such conversion or exercise as approved by the Board, for the consideration
approved by the Board (not less than the par value of the Common Stock), then
the shares of Common Stock will be validly issued, fully paid and nonassessable.
We are aware that we are referred to under the heading "Validity of
Securities" in the Prospectus forming a part of the Registration Statement, and
we hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 5.1
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thereto. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Cravath, Swaine & Moore
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, Texas 77057
