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EXHIBIT 5.1
OPINION OF SUMMIT LAW GROUP PLLC
[LETTERHEAD OF SUMMIT LAW GROUP PLLC]
____________, 2000
Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033
Re: 11% Senior Notes due 2010 Exchange Offer
Ladies and Gentlemen:
We have acted as counsel to Nextel Partners, Inc., a Delaware corporation
(the "Company"), in connection with the filing by the Company with the
Securities and Exchange Commission of a registration statement (the
"Registration Statement") on Form S-4 (File No. 333-_____) under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the proposed
issuance by the Company, in exchange for up to $200,000,000 aggregate principal
amount of its 11% Senior Notes due 2010 (the "Old Notes"), of up to $200,000,000
aggregate principal amount of its 11% Senior Notes due 2010 (the "New Notes").
The New Notes are to be issued pursuant to an Indenture, dated as of July 27,
2000 (the "Indenture"), by and between the Company and The Bank of New York, as
trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined have the meaning
ascribed thereto in the Indenture.
In rendering the opinion contained herein, we have assumed (a) the due
authorization, execution and delivery of each of the Indenture, the Registration
Rights, dated as of July 27, 2000, by and among the Company and Donaldson,
Lufkin & Jenrette Securities Corporation, Deutsche Bank Securities Inc. and CIBC
World Markets Corp. (the "Registration Rights Agreement"), and the New Notes by
each of the parties thereto (other than the Company), (b) that each such party
has the legal power to act in the capacity or capacities in which it is to act
thereunder, (c) the authenticity of all documents submitted to us are originals,
(d) the conformity to the original of all documents submitted to us as copies
and (e) the genuineness of all signatures on all documents submitted to us.
Based upon and subject to the foregoing, we are of the opinion that the New
Notes have been duly authorized, and when executed by authorized officers of the
Company, authenticated by the trustee, and issued in accordance with the
Indenture as described in the Registration Statement, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms and entitled to the benefits of the Indenture, subject to
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applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditor's rights generally from time
to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law.
This opinion is limited to matters expressly set forth herein and no
opinion is to be implied or may be inferred beyond the matters expressly stated
herein. This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this letter after the date
hereof.
We consent being named in the Registration Statement and related Prospectus
as counsel who are passing upon the legality of the New Notes for the Company
and to the reference to our name under the caption "Legal Matters" in such
Prospectus. We further consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours
