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EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
June 23, 2000
UbiquiTel Inc.
1 Bala Plaza, Suite 402
Bala Cynwyd, Pennsylvania 19004
Ladies and Gentlemen:
We have acted as counsel to UbiquiTel Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-1 (the "Registration Statement"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to (i) the resale of up to 386,183 warrants to
purchase shares of common stock, par value $0.0005 per share (the "Common
Stock"), of the Company by certain holders named in the prospectus, filed as
part of the Registration Statement, and in any supplement thereto and (ii) the
issuance of up to 3,665,183 shares of Common Stock, plus an indeterminable
number of shares of Common Stock, if any, as shall be issuable from time to time
as required pursuant to adjustments under the warrants (the "Warrant Shares"),
upon exercise of such warrants.
Of the 386,183 warrants being offered, 300,000 of the warrants (the
"Unit Warrants") were issued pursuant to a Warrant Agreement dated as of April
11, 2000 (the "Unit Warrant Agreement") between the Company and American Stock
Transfer & Trust Company, as Warrant Agent. The remaining 86,183 warrants (the
"DLJ Warrants" and together with the Unit Warrants, the "Warrants") were issued
pursuant to a Warrant Agreement dated as of June 12, 2000 (the "DLJ Warrant
Agreement" and together with the Unit Warrant Agreement, the "Warrant
Agrements") between the Company and Donaldson, Lufkin & Jenrette Securities
Corporation.
We have examined such documents and records and other certificates and
instruments and have conducted such investigation as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that:
1. The Warrants have been duly authorized, executed and delivered by
the Company and are valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as (x) such
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (y) such enforcement may be limited by equitable
principles of general applicability, regardless of whether enforcement is
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sought in a proceeding at law or in equity.
2. The Company has duly authorized and reserved for issuance the
Warrant Shares to be issued upon exercise of the Warrants and, when issued and
delivered upon the exercise of the Warrants against payment of the exercise
price as provided in the Warrant Agreements, the Warrant Shares will have been
validly issued and will be fully paid and non-assessable.
We are qualified to practice law in the State of Florida and we do not
purport to be experts on the law of any other jurisdiction other than the
federal laws of the United States of America. Accordingly, the opinions
expressed herein are specifically limited to the laws of the State of Florida,
the general corporate laws of the State of Delaware and the federal laws of the
United States of America. In rendering our opinions with respect to the Warrants
and the Warrant Shares, we have assumed with your permission, and without
independent investigation, that the applicable laws of the State of New York are
identical in all relevant respects to the substantive laws of the State of
Florida. We express no opinion concerning federal or state securities laws.
This opinion is for your benefit and it may not be reprinted,
reproduced or distributed to any other person for any purpose without our prior
written consent, except that we hereby consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus which is filed as part of
the Registration Statement, and to the filing of this opinion as an exhibit to
such Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act. Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company or any other person, or any other document or agreement.
We assume no obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinions expressed herein.
Sincerely,
/s/ GREENBERG TRAURIG, P.A.
GREENBERG TRAURIG, P.A.
