Exhibit 5
[Firm Letterhead Appears Here]
August 15, 2000
Spectrasite Holdings, Inc.
100 Regency Forest Drive
Suite 400
Cary, North Carolina 27511
Re: Post Effective Date Amendment No. 1 to the Registration Statement
of Form S-8
We have acted as special counsel for Spectrasite Holdings, Inc., a
Delaware corporation ("Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
an additional 10,000,000 shares of Class A Common Stock, $0.01 par value per
share (the "Shares"), being issued by the Company pursuant to the Spectrasite
Holdings, Inc. Stock Incentive Plan (the "Plan").
In preparing this opinion we have reviewed (a) the Registration
Statement; (b) Spectrasite's Amended and Restated Certificate of Incorporation
(c) the Company's Restated Bylaws; (d) the Plan; and (e) certain records of
the Company's corporate proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon oral
representations of officers of the Company without further investigation.
With respect to the foregoing documents, we have assumed: (i) the
authenticity of all documents submitted to us as originals, the conformity with
authentic original documents of all documents submitted to us as copies or
forms, the genuineness of all signatures and the legal capacity of natural
persons, and (ii) that the foregoing documents, in the forms thereof submitted
for our review, have not been altered, amended or repealed in any respect
material to our opinion as stated herein. We have not reviewed any documents
other than the documents listed above for purposes of rendering our opinion as
expressed herein, and we assume that there exists no provision of any such
other document that bears upon or is inconsistent with our opinion as expressed
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we assume to be true, complete and accurate in all
material respects.
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware, insofar as such laws apply, 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 the rules and
regulations of stock exchanges or any other regulatory body, other than as
specified above.
-5-
<PAGE>
SpectraSite Holdings, Inc.
Date
Page 2
Based upon and subject to the foregoing and any other qualifications
stated herein, we are of the opinion that the Shares have been duly authorized
for issuance and, when issued and delivered in accordance with the provisions
of the Plan, will be validly issued, fully paid and non-assessable, subject to
limitations imposed by bankruptcy, insolvency, reorganization, moratorium or
other laws and related court decisions of general applicability relating to or
affecting creditors'rights generally.
We assume no obligation to advise you of any changes to the foregoing
subsequent to the delivery of the opinion. We hereby consent to the use of
this opinion as Exhibit 5 to the Registration Statement and to all references
to our firm in the Registration Statement, provided, that in giving such
consent we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the Rules
and Regulations of the Securities Exchange Commission thereunder. Except as
provided for hereinabove, without our prior written consent, this opinion may
not be furnished or quoted to, or relied upon by, any other person or entity
for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Paul R. Lang
----------------------
Paul R. Lang
Member
-6-
