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Exhibits 5 and 23.1
June 19, 2000
Board of Directors
Rural Cellular Corporation
P. O. Box 2000
Alexandria, Minnesota 56308-2000
Re: Registration Statement of 1,000,000 additional shares of Class
A Common Stock to be issued pursuant to Rural Cellular
Corporation 1995 Stock Compensation Plan
Our File No.: 24083.5004
Gentlemen:
This opinion is given in connection with the filing by Rural Cellular
Corporation (the "Registrant") with the Securities and Exchange Commission under
the Securities Act of 1933, of a Registration Statement on Form S-8 (the
"Registration Statement"), with respect to 1,000,000 shares of the Registrant's
Class A Common Stock, $.01 par value (the "Shares"), that may be issued upon
exercise of options or other awards that have been or may be granted under the
Registrant's 1995 Stock Compensation Plan (the "Plan"). The shares are in
addition to the 315,000 shares registered pursuant to Registration Statement on
Form S-8 (SEC No. 333-10817) filed on August 26, 1996, 575,000 shares registered
pursuant to Registration Statement on Form S-8 (SEC No. 333-28269) filed June 2,
1997 and 510,000 shares registered pursuant to Registration Statement on Form
S-8 (SEC No. 333-57653) filed June 25, 1998.
We have acted as counsel for the Registrant in connection with the
filing of the Registration Statement. In so acting, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
all corporate instruments and have made such inquiries of officers and
representatives of the Registrant as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the original of documents
submitted to us as certified or photostatic copies. As to questions of fact
material to such opinion that we have not independently established, we have
relied upon representations or certificates of officers and directors of the
Registrant.
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Board of Directors
June 19, 2000
Page 2
Based upon the foregoing, we are of the following opinion:
1. The Registrant has been duly incorporated and is validly
existing as a corporation under the laws of the State of
Minnesota.
2. The shares have been duly authorized and when issued and
delivered as contemplated under the Plan will be validly
issued and outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of this opinion as an exhibit to
applications to the securities commissioners of various states of the United
States for registration therein of various aggregate amounts of the Shares.
Very truly yours,
MOSS & BARNETT
A Professional Association
/s/ Deanne M. Greco
Deanne M. Greco
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