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EXHIBIT 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308-3242
(404) 521-3939
June 15, 2000
Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, Virginia 20191
Re: Registration Statement for 5 1/4% Convertible Senior Notes due 2010
Dear Sirs:
We have acted as counsel to Nextel Communications, Inc., a Delaware
corporation (the "Company"), and in such capacity have examined the Company's
registration statement on Form S-3 (the Form S-3, including any amendments and
supplements thereto, is referred to collectively herein as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") on May 16, 2000 under the Securities Act of 1933, as amended.
The Registration Statement relates to the proposed registration for resale by
certain selling security holders identified in the Registration Statement (the
"Selling Security Holders") of up to $1,150,000,000 aggregate principal amount
of the Company's 5 1/4% Convertible Senior Notes due 2010 (the "Notes") and the
shares of Class A Common Stock, par value $.001 per share (the "Common Stock"),
issuable upon conversion of the Notes.
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable and have examined originals or copies, certified or otherwise
identified to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents, and other instruments which, in our
judgment, we considered necessary or appropriate to enable us to render the
opinions expressed below, including the Company's Certificate of Incorporation,
as amended to date; the Company's Bylaws, as amended to date; and the minutes of
meetings of the Company's Board of Directors and other corporate proceedings
relating to the authorization and issuance of the Selling Security Holders'
securities. We have assumed, without independent verification, the genuineness
and authorization of all signatures and the conformity to the originals of all
copies submitted to us or inspected by us as certified, conformed or photostatic
copies.
We express no opinion concerning the laws of any jurisdictions other
than the laws of the United States of America and the General Corporation Law of
the State of Delaware as in effect on the date hereof, and also express no
opinion with respect to the blue sky or securities laws of any state, including
Delaware.
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Based upon the foregoing, we are of the opinion that (i) the aggregate
principal amount of Notes being registered for resale by the Registration
Statement are validly issued and outstanding obligations of the Company,
entitled to the benefits of the indenture and (ii) to the extent that shares of
Common Stock are issued upon conversion of the Notes, such shares of Common
Stock will be duly authorized, validly 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 with respect to this opinion
under the heading "Legal Matters" in the prospectus which is part of the
Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POUGE
