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[Hogan & Hartson L.L.P. Letterhead]
June 22, 2000
Exhibit 5.1
Board of Directors
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street SW, P.O. Box 3177
Cedar Rapids, IA 52406-3177
Ladies and Gentlemen:
We are acting as special counsel to McLeodUSA Incorporated, a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to the proposed offering of up to 100,000,000 shares of the
Company's Class A common stock, par value $.01 per share, all of which shares
(the "Shares") are issuable upon the exercise of options granted under the
McLeodUSA Incorporated 1996 Employee Stock Option Plan (the "Plan"). This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by the Secretary of the Company
on the date hereof as then being complete, accurate and in
effect.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on June 19, 2000 (the "Certificate of Incorporation"),
and by the Secretary of the Company on the date hereof as being
complete, accurate and in effect.
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4. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as being
complete, accurate and in effect (the "Bylaws").
5. Resolutions of the Board of Directors of the Company adopted at a
meeting held on April 12, 2000, as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect, relating to the approval and adoption of the Plan and the
issuance of the Shares.
6. Resolutions of the stockholders of the Company adopted at a
meeting held on May 31, 2000, as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect, relating to the approval and adoption of the Plan and the
issuance of the Shares.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by
the Company of the consideration for the Shares specified in the resolutions of
the Board of Directors or a committee of the Board of Directors authorizing the
issuance thereof, the Shares will be validly issued, fully paid, and
nonassessable.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
