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EXHIBIT 5
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037-1420
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TELEPHONE (202) 663-6000
FACSIMILE (202) 663-6363
SEPTEMBER 12, 2000
Metrocall, Inc.
6910 Richmond Highway
Alexandria, VA 22306
Re: Metrocall, Inc. Registration Statement on Form S-3 Related to Shares
Issued to AT&T Wireless Services, Inc. under the Securities Exchange
Agreement dated February 2, 2000
Ladies and Gentlemen:
We have acted as counsel to Metrocall, Inc., a Delaware corporation (the
"Company"), in connection with the preparation by the Company of a Registration
Statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended, for the registration of 13,250,000 shares of common stock,
$.01 par value per share (the "Shares"), of the Company issuable pursuant to the
Securities Exchange Agreement dated February 2, 2000 (the "Agreement").
For purposes of this opinion, we have examined the following documents,
along with such documents, records, certificates and other instruments as we
have deemed necessary:
(1) A copy of the Agreement, effective as of February 2, 2000; and
(2) A copy of the Resolutions of the Board of Directors, approving the
issuance of common stock of the Company under the Agreement.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
This opinion is limited to the laws of the United States and the general
corporation law of Delaware. Although we do not hold ourselves out as being
experts in the laws of Delaware, we have made an independent investigation of
such laws to the extent necessary to render our opinion. Our opinion is rendered
only with respect to the laws and the rules, regulations and orders thereunder
that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
(1) the issuance of the Shares in accordance with the terms of the
Agreement has been lawfully and duly authorized; and
(2) the Shares have been validly issued, and are fully paid and
nonassessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared for
your use in connection with
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the filing of the Registration Statement, and should not be quoted in whole or
in part or otherwise be referred to, nor otherwise be filed with or furnished to
any governmental agency or other person or entity, without our express prior
written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. Nothing herein shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the Securities Act of
1933, as amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ THOMAS W. WHITE
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Thomas W. White, a partner
