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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 March 10, 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 March 10, 2000, by and among the Company and
Donaldson, Lufkin & Jenrette Securities Corporation (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 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
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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
