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Exhibit 5.1
[DOW, LOHNES AND ALBERSTON, PLLC LETTERHEAD]
July 14, 2000
SpectraSite Holdings, Inc.
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511
Ladies and Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-1 (File No. 333-41022), filed by SpectraSite Holdings, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act"), shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), to be
offered to the public pursuant to an Underwriting Agreement (the "Underwriting
Agreement") among the Company and Morgan Stanley & Co. Incorporated. Capitalized
terms used herein that are not otherwise defined shall have the same meanings
given them in the Underwriting Agreement.
In connection with the foregoing registration, we have acted as
counsel for the Company and have examined originals or copies, certified or
otherwise identified to our satisfaction, of all such records of the Company and
all such agreements, certificates of public officials, certificates of officers
or representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein. In our examination we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts relevant to the opinion expressed herein, we have
relied upon statements and representations of officers and other representatives
of the Company and others (all of which we assume to be true, complete and
accurate in all respects).
We are members of the Bar of the District of Columbia and do not
purport to be experts on, or generally familiar with, or certified to express
legal conclusions based upon, the laws of any other jurisdiction, other than the
Delaware General Corporation Law and the laws of the United States to the extent
applicable hereto. Accordingly, as to matters of law set forth below, our
opinion is limited to matters of law under the laws of the District of Columbia,
the laws of the United States to the extent applicable hereto and the Delaware
General Corporation Law, and we express no opinion as to conflicts of law rules
or the laws of any states or jurisdictions, including federal laws regulating
securities or other federal laws, or the rules and regulations of stock
exchanges or any other regulatory body, other than as specified above.
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SectraSite Holdings, Inc.
July 14, 2000
Page 2
Based upon the foregoing and subject to the other qualifications
stated herein, we are of the opinion that the shares of Common Stock being
registered by the Company pursuant to the Registration Statement have been duly
authorized and, when issued and delivered in accordance with the terms of the
Underwriting Agreement, will be legally issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes to the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and shall not be quoted in whole or
in part or otherwise referred to, nor filed with or furnished to or relied upon
by any governmental agency or other person or other entity, without the prior
written consent of this firm.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and any abbreviated registration statements relating
thereto that may be filed to register additional securities identical to those
covered by the Registration Statement (including a registration statement filed
pursuant to Rule 462(b) under the Securities Act), and to the reference to this
firm under the caption "Legal Matters" contained in the prospectus filed as a
part thereof. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLCC
By:
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Timothy J. Kelley
Member
