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EXHIBIT 5
OPINION OF FRIEDMAN KAPLAN SEILER & ADELMAN LLP
________, 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 274,844 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 after the
Common Shares have been issued upon exercise of warrants held 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 will be, when issued upon exercise by
the selling shareholders of the warrants held by them in accordance with the
terms thereof, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement
under the heading "Experts:".
Very truly yours,
FRIEDMAN KAPLAN SEILER &
ADELMAN LLP
