Exhibit 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
August 4, 2000
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), by American Tower Corporation, a Delaware
corporation ("American Tower"), of 1,000,000 shares (the "Shares") of its Class
A Common Stock, par value $.01 per share (the "Class A Common Stock"), which
shares are to be offered by the selling stockholders (the "Selling
Stockholders") described in American Tower's registration statement on Form S-3
(the "Registration Statement"), the following opinion is furnished to you to be
filed with the Securities and Exchange Commission (the "Commission") as Exhibit
5 to the Registration Statement.
We have acted as counsel to American Tower in connection with the
preparation of the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, corporate records, certificates and statements of
officers and accountants of American Tower, and of public officials, and such
other documents as we have considered relevant and necessary in order to furnish
the opinion hereinafter set forth. We express no opinion herein as to any laws
other than the General Corporation Law of the State of Delaware.
The authorized capital stock of American Tower consists of 20,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"), the
relative designations, preferences, rights and restrictions of which are to be
designated from time to time by the Board of Directors of American Tower,
500,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common
Stock, par value $.01 per share, and 10,000,000 shares of Class C Common Stock,
par value $.01 per share (collectively, the "Common Stock").
Based upon and subject to the foregoing, we are of the opinion that:
(a) the Shares have been duly and validly authorized by American Tower; and (b)
with respect to the Shares to be offered by the Selling Stockholders, all
necessary actions on the part of American Tower in connection with the issuance
of said Shares have been taken and said Shares are validly issued, fully paid
and non-assessable.
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American Tower Corporation
August 4, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Validity of the Offered Securities." 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 Securities Act or under the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan and Worcester LLP
SULLIVAN & WORCESTER LLP
