LETTERHEAD OF ARNALL GOLDEN & GREGORY, LLP
WRITER'S DIRECT DIAL NUMBER
(404) 873-8500
WRITER'S DIRECT DIAL FACSIMILE
(404) 873-8501
August 23, 2000
Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
Re: Form S-1 Registration Statement
Commission File Number 333-37516
Ladies and Gentlemen:
We have acted as counsel to Horizon PCS, Inc., a Delaware Corporation (the
"Company") in connection with the registration of 11,097,500 shares of Class A
Common Stock of the Company (the "Shares"). The Company has filed a Registration
Statement on Form S-1 under the Securities Act of 1933, as amended.
In acting as counsel, we have reviewed (a) the Registration Statement, (b)
the Company's Amended and Restated Certificate of Incorporation, (c) the
Company's Amended and Restated By-Laws, (d) the Company's minute book, (e) the
stock records of the Company and (f) such other records, documents, statutes and
decisions as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.
Based upon and subject to the foregoing, we are of the opinion that, when
issued in accordance with the Registration Statement for consideration in excess
of the par value per share, the Shares will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters"
contained therein and elsewhere in the Registration Statement. This consent is
not to be construed as an admission that we are a party whose consent is
required to be filed with the Registration Statement under the provisions of the
Securities Act of 1933, as amended.
Sincerely,
/s/ Arnall Golden & Gregory, LLP
ARNALL GOLDEN & GREGORY, LLP
