EXHIBIT 5.1
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
July 12, 2000
American Tower Corporation
116 Huntington Avenue
Boston, MA 02116
Re: Registration of Plans on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by American Tower Corporation, a Delaware corporation
(the "Company"), of (i) 5,000,000 shares of its Class A Common Stock, par value
$.01 per share ("Common Stock"), that are to be offered and may be issued under
the Company's 2000 Employee Stock Purchase Plan (the "2000 Plan") and (ii)
2,000,000 shares of Common Stock that are to be offered and may be issued under
the American Tower Retirement Savings Plan (the "401(k) Plan") (all such shares
to be offered under the 2000 Plan and the 401(k) Plan being referred to herein
as the "Registered Shares"), the following opinion is furnished to you to be
filed with the Securities and Exchange Commission (the "Commission") as Exhibit
5.1 to the Company's registration statement on Form S-8 (the "Registration
Statement") under the Act.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Restated Articles of Incorporation of the Company, as presently in effect,
corporate records of the Company, and such other documents as we have considered
necessary in order to furnish the opinion hereinafter set forth.
We express no opinion herein as to any laws other than the Delaware
General Corporation Law and the federal law of the United States, and we express
no opinion as to state securities or blue sky laws.
Based on and subject to the foregoing, we are of the opinion that, when
issued in accordance with the terms of the 2000 Plan and the 401(k) Plan, the
Registered Shares will be duly authorized, validly issued, fully paid and
nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement.
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American Tower Corporation
July 12, 2000
Page 2
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 Commission promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER
