Attached files

file filename
EX-99.2 - EXHIBIT 99.2 - T-Mobile US, Inc.nt10018737x4_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - T-Mobile US, Inc.nt10018737x4_ex99-1.htm
EX-5.3 - EXHIBIT 5.3 - T-Mobile US, Inc.nt10018737x4_ex5-3.htm
EX-5.1 - EXHIBIT 5.1 - T-Mobile US, Inc.nt10018737x4_ex5-1.htm
EX-4.4 - EXHIBIT 4.4 - T-Mobile US, Inc.nt10018737x4_ex4-4.htm
EX-4.3 - EXHIBIT 4.3 - T-Mobile US, Inc.nt10018737x4_ex4-3.htm
EX-4.2 - EXHIBIT 4.2 - T-Mobile US, Inc.nt10018737x4_ex4-2.htm
EX-1.1 - EXHIBIT 1.1 - T-Mobile US, Inc.nt10018737x4_ex1-1.htm
8-K - 8-K - T-Mobile US, Inc.nt10018737x4_8k.htm

Exhibit 5.2

900 West 48th Place, Suite 900, Kansas City, Missouri, 64112  •  816.753.1000

January 14, 2021


Board of Directors
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006

Ladies and Gentlemen:

We have acted as special local counsel to those certain subsidiaries of T-Mobile US, Inc., a Delaware corporation (the “Parent”), listed on Schedule A hereto (the “Opinion Guarantors”) in connection with the Underwriting Agreement dated as of January 11, 2021 (the “Underwriting Agreement”), by and among T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), the Parent, each of the subsidiary guarantors (together with the Parent, the “Guarantors”) party thereto (including the Opinion Guarantors), and Deutsche Bank Securities Inc., relating to the issuance by T-Mobile of $1,000,000,000 aggregate principal amount of T-Mobile’s 2.250% Senior Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of T-Mobile’s 2.625% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of T-Mobile’s 2.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes”). T-Mobile’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) on a senior unsecured basis by the Guarantors (including the Opinion Guarantors). The Notes and the Guarantees are being offered pursuant to a prospectus supplement dated January 11, 2021 and the accompanying base prospectus dated September 28, 2020 (such documents, collectively, the “Prospectus”) that form part of the Parent’s registration statement on Form S-3ASR (File No. 333-249079) (the “Registration Statement”) filed with the Securities and Exchange Commission on September 28, 2020, under the Securities Act of 1933, as amended (the “Securities Act”). 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. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, 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 electronic copies). We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Opinion Guarantors, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such parties have duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments have been duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of all parties thereto. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, including all statements in certificates of public officials and officers of the Opinion Guarantors that we reviewed, and we have not independently established the facts so relied on. 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 applicable provisions of the laws of the State of Georgia, the State of Kansas, the State of Missouri, the State of Nevada, the State of Texas and the Commonwealth of Virginia (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).

Based upon, subject to and limited by the foregoing, we are of the opinion that:

1.            Each Opinion Guarantor is validly existing as a corporation or limited liability company, as applicable, under the laws of such Opinion Guarantor’s state of incorporation or organization, as the case may be, designated on Schedule A hereto (each, an “Opinion Jurisdiction”).

2.            Each Opinion Guarantor has the corporate or limited liability company power, as applicable, under the laws of its respective Opinion Jurisdiction to issue its Guarantee.

3.            Each Guarantee has been duly authorized by each Opinion Guarantor.


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Polsinelli PC, Polsinelli LLP in California

This opinion letter has been prepared for use in connection with the filing by the Parent of a Current Report on Form 8-K relating to the offering, sale and issuance of the Notes and the Guarantees. This opinion letter is given only as of the time of its delivery, and we assume no obligation or responsibility to update or supplement this opinion letter after its delivery.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the above-described 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.

 
Very truly yours,
 
     
 
/s/ Polsinelli PC
 
 
Polsinelli PC
 



Schedule A

Opinion Guarantor

Opinion Jurisdiction
Nextel South Corp.

Georgia
SIHI New Zealand Holdco, Inc.

Kansas
Sprint Communications, Inc.

Kansas
Sprint Corporation

Kansas
Sprint eBusiness, Inc.

Kansas
Sprint Enterprise Network Services, Inc.

Kansas
Sprint eWireless, Inc.

Kansas
Sprint International Holding, Inc.

Kansas
Sprint/United Management Company

Kansas
SprintCom, Inc.

Kansas
Utelcom LLC

Kansas
Sprint Corporation

Missouri
Clear Wireless LLC

Nevada
Clearwire Hawaii Partners Spectrum, LLC

Nevada
Clearwire Spectrum Holdings LLC

Nevada
Clearwire Spectrum Holdings II LLC

Nevada
Clearwire Spectrum Holdings III LLC

Nevada
USST of Texas, Inc.

Texas
Sprint Communications Company of Virginia, Inc.

Virginia