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EXHIBIT 5
July 6, 2000
Centennial Communications Corp.
1305 Campus Parkway
Neptune, New Jersey 07753
Ladies and Gentlemen:
We have acted as counsel to Centennial Communications Corp., a
Delaware corporation ("Centennial"), Centennial Puerto Rico Operations Corp., a
Delaware corporation ("Centennial Puerto Rico"), and to Centennial Cellular
Operating Co. LLC, a Delaware limited liability company, Centennial Caribbean
Holding Corp., a Delaware corporation, Centennial Puerto Rico Holding Corp. I, a
Delaware corporation and Centennial Puerto Rico Holding Corp. II, a Delaware
corporation (individually, a "Guarantor" and, collectively with Centennial and
Centennial Puerto Rico in their capacity as guarantors, the "Guarantors") in
connection with the Second Registration Statement (as defined below) on Form S-3
filed by Centennial, Centennial Puerto Rico and the Guarantors with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to (i) shares of common stock of
Centennial, par value $.01 per share (the "Common Stock"), to be sold by
Centennial; (ii) shares of Common Stock of Centennial, par value $.01 per share,
to be sold by certain selling stockholders (the "Selling Stockholders"); (iii)
warrants to purchase Common Stock (the "Common Stock Warrants"), (iv) shares of
preferred stock of Centennial, par value $.01 per share (the "Preferred Stock");
(v) warrants to purchase Preferred Stock (the "Preferred Stock Warrants"); (vi)
debt securities of Centennial, which may be either senior, senior subordinated,
or subordinated (respectively, the "Centennial Senior Debt Securities,"
"Centennial Senior Subordinated Debt Securities," "Centennial Subordinated Debt
Securities" and collectively, the "Centennial Debt Securities"); (vii) debt
securities of Centennial Puerto Rico, which may be senior, senior subordinated,
or subordinated and which will be fully and unconditionally guaranteed by
Centennial and the Guarantors (respectively, the "Centennial Puerto Rico Senior
Debt Securities," "Centennial Puerto Rico Senior Subordinated Debt Securities,"
"Centennial Puerto Rico Subordinated Securities" and collectively, the
"Centennial Puerto Rico Debt Securities" and, together with the Centennial Debt
Securities, the "Debt Securities"); (viii) guarantees of the Guarantors to be
issued in connection with either the Centennial Debt Securities or the
Centennial Puerto Rico Debt Securities (the "Guarantees") and (ix) Common Stock
and Preferred Stock which may be issued upon exercise of the Securities
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Warrants (as defined below). The Common Stock to be issued by Centennial, the
Preferred Stock, the Debt Securities, the Guarantees and the Securities Warrants
are hereinafter referred to collectively as the "Securities." The Securities may
be issued and sold or delivered from time to time as set forth in the Second
Registration Statement, any amendment thereto, the prospectus contained therein
(the "Prospectus") and supplements to the Prospectus (the "Prospectus
Supplements") pursuant to Rule 415 under the Act for an aggregate initial
offering price not to exceed $750,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies. The Common Stock to be sold by
the Selling Stockholders may be sold from time to time as set forth in the
Second Registration Statement, any amendment thereto, the Prospectus and
Prospectus Supplements pursuant to Rule 415 under the Act in an amount not to
exceed 20 million shares.
The Centennial Senior Debt Securities will be issued under an
Indenture (the "Centennial Senior Indenture"), dated as of November 15, 1993, as
supplemented, among Centennial and The Bank of New York, as successor Trustee to
the Bank of Montreal (the "Centennial Senior Trustee"). The Centennial Senior
Subordinated Debt Securities will be issued under an Indenture (the "Centennial
Senior Subordinated Indenture") to be entered into among Centennial and
Wilmington Trust Company, as Trustee (the "Centennial Senior Subordinated
Trustee"). The Centennial Subordinated Debt Securities will be issued under an
Indenture (the "Centennial Subordinated Indenture") to be entered into among
Centennial and Norwest Bank Minnesota, National Association, as Trustee (the
"Centennial Subordinated Trustee"). The Centennial Senior Indenture, the
Centennial Senior Subordinated Indenture and the Centennial Subordinated
Indenture are hereinafter referred to collectively as the "Centennial
Indentures."
The Centennial Puerto Rico Senior Debt Securities and the
Guarantees thereof will be issued under an Indenture (the "Centennial Puerto
Rico Senior Indenture") to be entered into among Centennial, Centennial Puerto
Rico, the other Guarantors and The Bank of New York, as Trustee (the "Centennial
Puerto Rico Senior Trustee"). The Centennial Puerto Rico Senior Subordinated
Debt Securities and the Guarantees thereof will be issued under an Indenture
(the "Centennial Puerto Rico Senior Subordinated Indenture") to be entered into
among Centennial, Centennial Puerto Rico, the other Guarantors and Norwest Bank
Minnesota, National Association, as Trustee (the "Centennial Puerto Rico Senior
Subordinated Trustee"). The Centennial Puerto Rico Subordinated Debt Securities
and the Guarantees thereof will be issued under an Indenture (the "Centennial
Puerto Rico Subordinated Indenture") to be entered
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into among Centennial Puerto Rico, the Guarantors and Wilmington Trust Company,
as Trustee (the "Centennial Puerto Rico Subordinated Trustee"). The Centennial
Puerto Rico Senior Indenture, Centennial Puerto Rico Senior Subordinated
Indenture and the Centennial Puerto Rico Subordinated Indenture are hereinafter
referred to collectively as the "Centennial Puerto Rico Indentures." The
Centennial Indentures and Centennial Puerto Rico Indentures are referred to
collectively as the "Indentures."
The Common Stock Warrants and the Preferred Stock Warrants are
hereinafter referred to collectively as the "Securities Warrants." The
Securities Warrants will be issued under a Warrant Agreement (the "Warrant
Agreement") to be entered into between Centennial and a warrant agent. Each
party to a Warrant Agreement other than Centennial is referred to hereinafter as
a "Counterparty."
We have examined (i) the Registration Statement on Form S-3
(File No. 33-90954) filed by Centennial under the Act as it became effective
under the Act (the "First Registration Statement"), (ii) the Registration
Statement on Form S-3 (File No. 333-39004) filed by Centennial, Centennial
Puerto Rico and the Guarantors under the Act (the "Second Registration
Statement"), which Second Registration Statement constitutes Post-Effective
Amendment No. 1 to the First Registration Statement, (iii) a form of the Common
Stock share certificate, (iv) the Centennial Senior Debt Indenture, (v) the form
of Centennial Senior Subordinated Debt Indenture, (vi) the form of Centennial
Subordinated Debt Indenture, (vii) the form of Centennial Puerto Rico Senior
Debt Indenture, (viii) the form of Centennial Puerto Rico Senior Subordinated
Debt Indenture and (ix) the form of Centennial Puerto Rico Subordinated Debt
Indenture, each of which has been filed with the Commission as exhibits to the
Registration Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and authorized persons and
representatives of Centennial, Centennial Puerto Rico and the other Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that: (i) the Centennial Senior Indenture is the
valid and legally binding
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obligation of the Centennial Senior Trustee; (ii) at the time of execution,
authentication, issuance and delivery of the Centennial Senior Subordinated Debt
Securities, the Centennial Subordinated Debt Securities and the Centennial
Puerto Rico Debt Securities, each of the other Indentures will be the valid and
legally binding obligation of the applicable Trustee thereunder; (iii) at the
time of execution, countersignature, issuance and delivery of any Securities
Warrants, the related Warrant Agreement will be the valid and legally binding
obligation of each Counterparty thereto; (iv) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will be the valid and legally binding obligation of each
Counterparty thereto; and (v) Centennial, Centennial Puerto Rico and each
Guarantor is validly existing under the laws of the State of Delaware.
We have assumed further that (i) at the time of execution,
authentication, issuance and delivery of the Centennial Senior Subordinated Debt
Securities issued under the Centennial Senior Subordinated Debt Indenture, the
Centennial Senior Subordinated Debt Indenture will have been duly authorized,
executed and delivered by Centennial; (ii) at the time of execution,
authentication, issuance and delivery of the Centennial Subordinated Debt
Securities issued under the Centennial Subordinated Debt Indenture, the
Centennial Subordinated Debt Indenture will have been duly authorized, executed
and delivered by Centennial; (iii) at the time of execution, authentication,
issuance and delivery of the Centennial Puerto Rico Senior Debt Securities
issued under the Centennial Puerto Rico Senior Debt Indenture and its
Guarantees, the Centennial Puerto Rico Senior Debt Indenture will have been duly
authorized, executed and delivered by Centennial Puerto Rico, Centennial and the
other Guarantors; (iv) at the time of execution, authentication, issuance and
delivery of the Centennial Puerto Rico Senior Subordinated Debt Securities
issued under the Centennial Puerto Rico Senior Subordinated Debt Indenture and
its Guarantees, the Centennial Puerto Rico Senior Subordinated Debt Indenture
will have been duly authorized, executed and delivered by Centennial Puerto
Rico, Centennial and the other Guarantors; and (v) at the time of execution,
authentication, issuance and delivery of the Centennial Puerto Rico Subordinated
Debt Securities issued under the Centennial Puerto Rico Subordinated Debt
Indenture and its Guarantees, the Centennial Puerto Rico Subordinated Debt
Indenture will have been duly authorized, executed and delivered by Centennial
Puerto Rico, Centennial and the other Guarantors.
We have assumed further that at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will have been duly authorized, executed and delivered by
Centennial.
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Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. With respect to the Common Stock to be issued by
Centennial, assuming (a) the taking by the Board of Directors of
Centennial of all necessary corporate action to authorize and approve
the issuance of the Common Stock and (b) due issuance and delivery of
the Common Stock, upon payment therefor in accordance with the
applicable definitive underwriting agreement approved by the Board of
Directors of Centennial, the Common Stock will be validly issued, fully
paid and nonassessable.
2. With respect to the Common Stock to be sold by the Selling
Stockholders, such Common Stock has been duly authorized and is validly
issued, fully paid and nonassessable.
3. With respect to the Preferred Stock, assuming (a) the
taking by the Board of Directors of Centennial of all necessary
corporate action to authorize and approve the issuance of the Preferred
Stock, (b) due filing of a Certificate of Designations with the
Secretary of State of the State of Delaware and (c) due issuance and
delivery of the Preferred Stock, upon payment therefor in accordance
with the applicable definitive underwriting agreement approved by the
Board of Directors of Centennial, the Preferred Stock will be validly
issued, fully paid and nonassessable.
4. With respect to the Centennial Debt Securities, assuming
(a) the taking of all necessary corporate action to approve the
issuance and terms of any Centennial Debt Securities, the terms of the
offering thereof and related matters by the Board of Directors of
Centennial, a duly constituted and acting committee of such Board or
duly authorized officers or authorized persons of Centennial (such
Board of Directors, committee, authorized officers or authorized
persons being referred to herein as the "Centennial Board") and (b) the
due execution, authentication, issuance and delivery of the Centennial
Debt Securities, upon payment of the consideration therefor provided
for in the applicable definitive purchase, underwriting or similar
agreement approved by the Centennial Board and otherwise in accordance
with the provisions of the applicable Indenture and such agreement,
such Centennial Debt Securities will constitute valid and legally
binding obligations of Centennial enforceable against Centennial in
accordance with their terms.
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5. With respect to the Centennial Puerto Rico Debt Securities,
assuming (a) the taking of all necessary corporate action to approve
the issuance and terms of any Centennial Puerto Rico Debt Securities,
the terms of the offering thereof and related matters by the Board of
Directors of Centennial Puerto Rico, a duly constituted and acting
committee of such Board or duly authorized officers or authorized
persons of Centennial Puerto Rico (such Board of Directors, committee,
authorized officers or authorized persons being referred to herein as
the "Centennial Puerto Rico Board") and (b) the due execution,
authentication, issuance and delivery of such Centennial Puerto Rico
Debt Securities, upon payment of the consideration therefor provided
for in the applicable definitive purchase, underwriting or similar
agreement approved by the Centennial Puerto Rico Board and otherwise in
accordance with the provisions of the applicable Indenture and such
agreement, such Centennial Puerto Rico Debt Securities will constitute
valid and legally binding obligations of Centennial Puerto Rico
enforceable against Centennial Puerto Rico in accordance with their
terms.
6. With respect to the Guarantees, assuming (a) the taking of
all necessary corporate or limited liability company action, as the
case may be, to approve the issuance and terms of the Guarantees and
related matters by the Board of Directors of each Guarantor, a duly
constituted and acting committee of such Board or duly authorized
officers or authorized persons of each Guarantor, (b) the due
execution, authentication, issuance and delivery of the Centennial Debt
Securities or Centennial Puerto Rico Debt Securities, as the case may
be, underlying such Guarantees, upon payment of the consideration
therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the applicable Board and
otherwise in accordance with the provisions of the applicable Indenture
and such agreement and (c) the due issuance of such Guarantees, such
Guarantees will constitute valid and legally binding obligations of the
Guarantors enforceable against the Guarantors in accordance with their
terms.
7. With respect to the Securities Warrants, assuming (a) the
taking of all necessary corporate action by the Centennial Board to
approve the execution and delivery of a related Warrant Agreement and
(b) the due execution, countersignature, issuance and delivery of such
Securities Warrants, upon payment of the consideration for such
Securities Warrants provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Centennial Board and
otherwise in accordance with the provisions of the applicable Warrant
Agreement and such agreement, such Securities
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Warrants will constitute valid and legally binding obligations of
Centennial enforceable against Centennial in accordance with their
terms.
Our opinions set forth in paragraphs 4 through 7 above are
subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of
good faith and fair dealing.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the law of the
State of New York, the Federal law of the United States, the Delaware General
Corporation Law and the Delaware Limited Liability Company Law.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Second Registration Statement and to the use of our name under
the caption "Legal Matters" in the Prospectus included in the Second
Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
