<PAGE>
Exhibit 5.1
[Hogan & Hartson L.L.P.]
October 20, 2000
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-4 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to the proposed offering of up to 17,664,282 shares (the
"Shares") of the Company's Class A common stock, par value $.01 per share (the
"McLeodUSA Class A Common Stock"), to stockholders of CapRock Communications
Corp., a Texas corporation ("CapRock"). The Shares are being offered in
connection with that certain merger (the "Merger") of Cactus Acquisition Corp.,
a newly formed Delaware corporation and wholly owned subsidiary of the Company
("Merger Sub"), with and into CapRock, as contemplated by the terms of that
certain Agreement and Plan of Merger by and among the Company, Merger Sub and
CapRock, dated as of October 2, 2000 (the "Merger Agreement"). 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. (S) 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. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on October 17, 2000 and by the Secretary of the Company
on the date hereof as being complete, accurate and in effect.
3. 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.
<PAGE>
4. An executed copy of the Merger Agreement.
5. Resolutions of the Board of Directors of the Company adopted at a
meeting held on October 2, 2000, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect, relating to the issuance of the
Shares and arrangements in connection therewith.
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 the
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) the
effectiveness of the Merger under applicable law and the issuance of the Shares
pursuant to the terms of the Merger Agreement and (iii) receipt by the Company
of the consideration for the Shares specified in the resolutions of the Board of
Directors authorizing the issuance of the Shares and in the Merger Agreement,
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 and to the reference to this firm under the
caption "Legal Matters" in the proxy statement/prospectus constituting a part of
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.
