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EXHIBIT 5
[MORRIS, MANNING & MARTIN LETTERHEAD]
September 7, 2000
Powertel, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833
Gentlemen:
We have acted as counsel to Powertel, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, covering the
offering of up to 3,500,000 shares (the "Shares") of the Company's Common
Stock, $0.01 par value per share, that may be issued pursuant to the Powertel,
Inc. 2000 Stock Option and Incentive Plan (the "Plan"). In connection
therewith, we have examined such corporate records, certificates of public
officials and other documents and records as we have considered necessary or
proper for the purpose of this opinion.
This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement, which may be issued pursuant to the Plan will, when
issued in accordance with the Plan, be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MORRIS, MANNING & MARTIN, LLP
By: /s/ James Walker IV
--------------------------
James Walker IV, Partner
