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Exhibit 5.1
[DOW, LOHNES AND ALBERTSON, PLLC LETTERHEAD]
December 20, 2000
SpectraSite Holdings, Inc.
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by SpectraSite Holdings, Inc. (the "Company") of a
Registration Statement on Form S-3 (file no. 333-45728) (the "Registration
Statement") with the Securities and Exchange Commission covering the sale by
certain selling stockholders of 10,541,759 shares (the "Selling Stockholder
Shares") of the Company's common stock, par value $.001 per share.
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, the authenticity of the originals of such latter
documents and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof. 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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SpectraSite Holdings, Inc.
December 20, 2000
Page 2
Based upon the foregoing and subject to the other qualifications
stated herein, we are of the opinion that the Selling Stockholder Shares being
registered by the Company pursuant to the Registration Statement have been duly
authorized and are 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 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 of 1933.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Timothy J. Kelley
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Timothy J. Kelley
Member
