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Exhibit 5
OPINION OF PRESTON GATES & ELLIS LLP
November 10, 2000
VoiceStream Wireless Corporation
3650 131st Avenue, SE
Bellevue, Washington 98006
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of 7,912,866 shares of common stock,
par value $.001 per share (the "Common Shares") of VoiceStream Wireless
Corporation (the "Company") with the Securities and Exchange Commission on a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the sales, if any, of the Common Shares by the selling shareholders, we have
examined such documents, records and matters of law as we have considered
relevant. Based upon such examination and upon our familiarity as counsel for
the Company with its general affairs, it is our opinion that:
The Common Shares being registered are legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
/s/ Richard B. Dodd