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Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1000
July 17, 2000
Crown Castle International Corp.
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Registration Statement on Form S-3
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Dear 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") of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
(i) debt securities of the Company, which may be senior (the "Senior
Securities") or subordinated (the "Subordinated Securities" and, collectively
with the Senior Securities, the "Debt Securities"); (ii) warrants to purchase
Debt Securities (the "Debt Warrants"); (iii) shares of preferred stock, $.01
par value per share, of the Company (the "Preferred Stock"); (iv) warrants to
purchase shares of Preferred Stock (the "Preferred Stock Warrants"); (v) Common
Stock, $.01 par value per share, of the Company (the "Common Stock"); and (vi)
warrants to purchase shares of Common Stock (the "Common Stock Warrants"). The
Debt Warrants, Preferred
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Stock Warrants and the Common Stock Warrants are referred to herein as the
"Warrants", and the Debt Securities, Preferred Stock, Common Stock and the
Warrants 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").
Unless otherwise provided in any prospectus supplement forming a part of
the Registration Statement relating to a particular series of Debt Securities,
the Debt Securities will be issued under an Indenture in the form of Exhibit
4.15 to the Registration Statement (the "Indenture") to be executed by the
Company and United States Trust Company of New York, as Trustee (the "Trustee").
The Preferred Stock will be issued pursuant to a Certificate of Designations
(the "Certificate of Designations") relating to a particular series of Preferred
Stock. The Warrants will be issued under one or more warrant agreements (each,
a "Warrant Agreement"), each to be entered into between the Company and one or
more institutions as identified in the applicable Warrant Agreement.
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 form of Indenture
attached as Exhibit 4.15; (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) a prospectus supplement will have been
prepared and filed with the Commission describing the Offered Securities offered
thereby and will comply with all applicable laws; (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) 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
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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.
(2) With respect to Debt Securities to be issued under the Indenture,
when (A) the Trustee is qualified to act as Trustee under the Indenture,
(B) the Trustee has duly executed and delivered the Indenture, (C) the
Indenture has been duly authorized and validly executed and delivered by
the Company to the Trustee, (D) the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, (E) the Board of Directors of
the Company or a duly constituted and acting committee thereof (such Board
of Directors or committee being hereinafter referred to as the "Board") has
taken all necessary corporate action to approve the issuance and terms of
such Debt Securities, the terms of the offering thereof and related matters
and (F) such Debt Securities have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture, and the
applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be validly issued and will constitute
valid and
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binding obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect and
subject to general principles of equity regardless of whether considered in
a proceeding in equity or at law).
(3) 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
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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.
(4) 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 provided 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.
(5) With respect to the Warrants, when (A) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of
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the Warrants, the terms of the offering thereof and related matters, (B)
the Warrant Agreement or Agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company and the
warrant agent appointed by the Company and (C) the Warrants or certificates
representing the Warrants have been duly executed, countersigned,
registered and delivered in accordance with the appropriate Warrant
Agreement or Agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be validly
issued.
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 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
