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Exhibit 5.1
January 16, 2001
Board of Directors
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW
P.O. Box 3177
Cedar Rapids, IA 52406
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-3, as amended (File No. 333-82851) (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission") relating to the
proposed public offering of up to $1,750,000,000 in aggregate amount of one or
more classes or series of the Company's securities, which securities may be
offered and sold by the Company from time to time as set forth in a prospectus
and one or more supplements thereto, all of which form a part of the
Registration Statement.
This opinion letter is rendered in connection with the public offering
of up to $750,000,000 of the Company's 11-3/8% senior notes due 2009 (the
"Senior Notes"), as described in the Registration Statement and the Prospectus
(as defined below). 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. The final Prospectus dated August 5, 1999, and the final
Prospectus Supplement dated January 4, 2001 (together, the
"Prospectus"), each as filed pursuant to Rule 424(b) under the
Securities Act.
3. The Order of the Commission dated August 5, 1999, declaring the
Registration Statement effective.
4. Memorandum to file regarding telephonic confirmation from the
staff of the Commission of the effectiveness of the Registration
Statement.
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January 16, 2001
Page 2
5. The Certificate of Incorporation of the Company with amendments
thereto, as certified by the Secretary of State of the State of
Delaware on January 10, 2001 and as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect.
6. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
7. Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of a Corporation designated to act as Trustee dated August 3,
1999.
8. An executed copy of the Senior Debt Securities Indenture, dated as
of January 15, 2001 and an executed copy of the First Supplemental
Indenture, dated as of January 15, 2001, each by and between the
Company and United States Trust Company of New York, as trustee
(the "Trustee") (together, the "Indenture").
9. Executed copies of the global notes evidencing the Senior Notes.
10. Certain resolutions of the Board of Directors of the Company
adopted at meetings held on July 8, 1999 and December 15, 2000,
as certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect, relating, among other
things, to authorization of the Registration Statement and the
issuance of the Senior Notes and arrangements in connection
therewith.
11. Certain resolutions of the Pricing Committee of the Board of
Directors of the Company adopted at a meeting held on January 4,
2001, as certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect, relating, among
other things, to the terms of the Senior Notes 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 of the documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original
documents of all of 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.
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January 16, 2001
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For purposes of this opinion letter, we have assumed that (i) the
Trustee has all requisite power and authority under all applicable laws,
regulations and governing documents to execute, deliver and perform its
obligations under the Indenture, (ii) the Trustee has duly authorized, executed
and delivered the Indenture, (iii) the Trustee is validly existing and in good
standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid
and binding obligation, enforceable against the Trustee in accordance with its
terms and (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the
negotiation, execution or delivery of the Indenture.
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 the Senior Notes constitute valid and binding obligations of the
Company enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights (including, without limitation, the effect of statutory and
other law regarding fraudulent conveyances, fraudulent transfers and
preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity including without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether the Senior Notes are considered in a
proceeding in equity or at law).
The opinion expressed in the paragraph above shall be understood to
mean only that if there is a default in performance of an obligation, (i) if a
failure to pay or other damage can be shown and (ii) if the defaulting party can
be brought into a court which will hear the case and apply the governing law,
then, subject to the availability of defenses, and to the exceptions set forth
in the paragraph above, the court will provide a money damage (or perhaps
injunctive or specific performance) remedy.
This opinion letter has been prepared solely 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 Company's Current Report on Form 8-K and to the reference to this firm
under the caption "Legal Matters" in the Prospectus. 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.
