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Exhibit 5.1
[Dow, Lohnes & Albertson, PLLC Letterhead]
[Atlanta Office]
(770) 901-8800
December 27, 2000
Triton PCS Holdings, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Ladies and Gentlemen:
We have acted as special counsel for Triton PCS Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") relating to (i) shares of
Class A common stock, $.01 par value per share, of the Company (the "Class A
Common Stock"); (ii) shares of preferred stock, $.01 par value per share, of the
Company (the "Preferred Stock"); (iii) warrants or other rights to purchase
shares of Preferred Stock (the "Preferred Stock Warrants or Rights"); (iv)
warrants or other rights to purchase shares of Class A Common Stock (the "Common
Stock Warrants or Rights"); and (v) up to 2,500,000 shares of Class A Common
Stock which is currently owned and may be sold by certain stockholders of the
Company described in the Registration Statement (the "Selling Stockholders
Stock"). The Common Stock Warrants or Rights and the Preferred Stock Warrants or
Rights are referred to herein as the "Warrants or Rights", and the Class A
Common Stock, Preferred Stock, the Warrants or Rights and the Selling
Stockholders Stock are referred to herein collectively as the "Offered
Securities". The Offered Securities being registered under the Registration
Statement will be offered on a continued or delayed basis pursuant to the
provisions of Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act").
The Preferred Stock will be issued pursuant to a Certificate of Designation
(the "Certificate of Designation") relating to a particular series of Preferred
Stock. The Warrants or Rights will be issued under one or more warrant or rights
agreements (each, a "Warrant or Rights Agreement"), each to be entered into
between the Company and one or more institutions as identified in the applicable
Warrant or Rights Agreement.
In connection with the foregoing, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including, without limitation, the following: (a) the
Second Restated Certificate of Incorporation of the Company;
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Triton PCS Holdings, Inc.
December 27, 2000
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(b) the Second Amended and Restated Bylaws of the Company; (c) the form of the
Underwriting Agreement attached as Exhibit 1.1 to the Registration Statement;
and (d) the minutes of the Board of Directors of the Company (the "Board")
relating to the offering of the Offered Securities being registered under the
Registration Statement. 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, photostatic or facsimile copies and
the authenticity of the originals of such latter documents.
We are members of the Bar of the State of Georgia 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
corporate laws of 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
State of Georgia, the laws of the United States to the extent applicable hereto
and the Delaware General Corporation Law, and we express no opinion as to the
laws of any states or jurisdictions other than as specified above.
Based upon and subject to the other qualifications stated herein and
assuming that (i) the Registration Statement and any amendments thereto
(including post-effective amendments) will have become effective and comply with
all applicable laws; (ii) the Registration Statement will be effective and will
comply with all applicable laws at the time the Offered Securities are offered
or issued as contemplated by the Registration Statement; (iii) a prospectus
supplement will have been prepared and filed with the Commission describing the
Offered Securities offered thereby and will comply with all applicable laws;
(iv) all Offered Securities will be issued and sold in compliance with
applicable federal and state securities laws and the rules of the National
Association of Securities Dealers, Inc. and in the manner stated in the
Registration Statement and the appropriate prospectus supplement; (v) a
definitive purchase, underwriting or similar agreement and any other necessary
agreement with respect to any Offered Securities offered or issued will have
been duly authorized and validly executed and delivered by the Company and the
other parties thereto; and (vi) any Offered Securities issuable upon conversion,
exchange or exercise of any Offered Security being offered or issued will be
duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise, we are of the opinion as follows:
(1) The Company is a validly existing corporation in good standing
under the laws of the State of Delaware.
(2) With respect to shares of Class A Common Stock to be offered by
the Company, when both (A) the Board has duly taken all necessary
corporate action to approve the issuance of and the terms of the
offering of the shares of Class A Common Stock and related
matters and (B) certificates representing the shares of Class A
Common Stock have been duly executed, countersigned, registered
and delivered either (i) in accordance with the applicable
definitive purchase, underwriting or
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Triton PCS Holdings, Inc.
December 27, 2000
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similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Class
A Common Stock) provided for therein or (ii) upon conversion or
exercise of any other Offered Security, in accordance with the
terms of such Offered Security or the instrument governing such
Offered Security provided for such conversion or exercise as
approved by the Board, for the consideration approved by the
Board (not less than the par value of the Class A Common Stock),
then the shares of Class A Common Stock will be validly issued,
fully paid and nonassessable.
(3) With respect to shares of Preferred Stock, when both (A) the
Board has duly taken all necessary corporate action to approve
the issuance and terms of the shares of Preferred Stock, the
terms of the offering thereof and related matters, including the
adoption of a Certificate of Designation relating to such
Preferred Stock and the filing of the Certificate of Designation
with the Secretary of State of the State of Delaware, and (B)
certificates representing the shares of Preferred Stock have been
duly executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par
value of the Preferred Stock) provided for therein or (ii) upon
conversion or exercise of any other Offered Security, in
accordance with the terms of such Offered Security or the
instrument governing such Offered Security providing for such
conversion or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value
of the Preferred Stock), then the shares of Preferred Stock will
be validly issued, fully paid and nonassessable.
(4) With respect to the Warrants or Rights, when (A) the Board has
duly taken all necessary corporate action to approve the creation
of and the issuance and terms of the Warrants or Rights, the
terms of the offering thereof and related matters, (B) the
Warrant or Rights Agreement or Agreements relating to the
Warrants or Rights have been duly authorized and validly executed
and delivered by the Company and the warrant or rights agent
appointed by the Company and (C) the Warrants or Rights or
certificates representing the Warrants or Rights have been duly
executed, countersigned, registered and delivered in accordance
with the appropriate Warrant or Rights Agreement or Agreements
and the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration
therefor provided for therein, the Warrants or Rights will be
validly issued.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and any abbreviated registration statements relating
thereto that may be filed to register additional securities identical to those
covered by the Registration Statement (including a registration statement filed
pursuant to Rule 462(b) under the Securities Act), and to the reference to this
firm under the caption "Legal Matters" contained in the prospectus filed as a
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Triton PCS Holdings, Inc.
December 27, 2000
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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.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ John W. McNamara
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John W. McNamara
Member
