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Exhibit 5
[Letterhead of Cadwalader, Wickersham & Taft]
August 11, 2000
TeleCorp PCS, Inc.
TeleCorp Communications, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
Re: TeleCorp PCS, Inc. - Exchange Offer for 10 5/8% Senior Subordinated Notes
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due 2010
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Ladies and Gentlemen:
We have acted as special counsel for TeleCorp PCS, Inc., a Delaware
corporation (the "Company"), and TeleCorp Communications, Inc., a Delaware
corporation, in connection with the filing by the Company with the Securities
and Exchange Commission (the "Commission") of a registration statement on Form
S-4 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the proposed issuance by the Company, in
exchange (the "Exchange Offer") for up to $450,000,000 aggregate principal
amount of the Company's 10 5/8% Senior Subordinated Notes due 2010 (the "Old
Notes") of a like principal amount of the Company's 10 5/8% Senior Subordinated
Notes due 2010 (the "Exchange Notes"). The Old Notes were issued, and the
Exchange Notes are to be issued, pursuant to an indenture dated as of July 14,
2000 (the "Indenture"), by and among TeleCorp, as issuer, and TeleCorp
Communications, Inc., as guarantor (in such capacity, the "Subsidiary
Guarantor"), and Bankers Trust Company, as trustee (the "Trustee"). Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Indenture, as applicable.
In rendering the opinions expressed below, we have examined and relied
upon, among other things, (a) the Registration Statement, including the
prospectus constituting a part thereof, (b) the Indenture which has been filed
as an exhibit to the Registration Statement and (c) originals or copies,
certified or otherwise identified to our satisfaction, of such certificates,
corporate, public or other records, other agreements, instruments and documents
and have made such other and further investigations as we have deemed relevant
and necessary for the purpose of rendering this opinion letter. In connection
with such examination, we have assumed the
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genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents and instruments of all
documents and instruments submitted to us as copies or specimens, and the
authenticity of the originals of such documents and instruments submitted to us
as copies or specimens. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company and the Subsidiary Guarantor.
We express no other opinion herein concerning any law other than the law of
the State of New York, and to the extent expressly referred to in this opinion
letter, the federal laws of the United States and the General Corporation Law of
the State of Delaware. While we are not licensed to practice law in the State of
Delaware, we have reviewed applicable provisions of the Delaware General
Corporation Law as we have deemed appropriate in connection with the opinion
expressed.
Based upon the foregoing and subject to the qualifications set forth herein, we
are of the opinion that:
1. The Indenture has been duly authorized, executed and delivered by the
Company and the Subsidiary Guarantor, and, assuming due authorization,
execution and delivery of the Indenture by the Trustee, constitutes legal,
valid and binding obligations of the Company and the Subsidiary Guarantor,
enforceable against the Company and the Subsidiary Guarantor in accordance
with its terms (subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, receivership or other laws relating
to or affecting creditors' rights generally, and to general principles of
equity, regardless of whether enforcement is sought in a proceeding at law
or in equity).
2. The Exchange Notes have been duly authorized, and when the Exchange Notes
are executed and authenticated in accordance with the provisions of the
Indenture and delivered in exchange for the Old Notes pursuant to the
Exchange Offer, the Exchange Notes will constitute legal, valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms (subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, receivership or other laws relating to or affecting creditors'
rights generally, and to general principles of equity, regardless of
whether enforcement is sought in a proceeding at law or in equity); in
expressing the opinion set forth in this paragraph 2, we have assumed that
the form of the Exchange Notes will conform to that included in the
Indenture.
3. The guarantees to be issued by the Subsidiary Guarantors pursuant to the
Indenture have been duly authorized, and assuming the due execution and
delivery of the Indenture in accordance with its terms by the Subsidiary
Guarantor and the Company, the guarantees will constitute a legal, valid
and
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binding obligation of the Subsidiary Guarantor, entitled to the benefits of
the Indenture and enforceable against the Subsidiary Guarantor in
accordance with their terms (subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, receivership or other
laws relating to or affecting creditors' rights generally, and to general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity).
4. The statements made in the prospectus constituting a part of the
Registration Statement under the caption "Certain U.S. Federal Income Tax
Considerations," insofar as such statements purport to summarize certain
federal income tax laws of the United States of America, constitute a fair
summary of the principal federal income tax consequences of an investment
in the Exchange Notes.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this firm in the prospectus
constituting a part of the Registration Statement under the caption "Legal
Matters," without admitting that we are "experts" within the meaning of the
Securities Act or the rules and regulations of the Commission issued thereunder
with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
