EX-5.1


FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Exhibit 5.1

September 12, 2022

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Ladies and Gentlemen:

We are acting as counsel to T-Mobile USA, Inc., a Delaware corporation (the “Company”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (the “Parent Guarantor”), the subsidiaries of the Company listed on Schedule I hereto (together with the Parent Guarantor, the “DE/NY Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE/NY Guarantors” and, collectively with the DE/NY Guarantors, the “Guarantors”), in connection with Post-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-249079) initially filed on September 28, 2020 with the Securities and Exchange Commission, and amended by Post-Effective Amendment No. 1 thereto, filed on March 30, 2021 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement, as amended, including the prospectus contained therein, relates to (x) the contemplated issuance from time to time, as set forth in the applicable prospectus contained in the Registration Statement (the “Primary Prospectus”) and as may be set forth in one or more supplements to the Primary Prospectus, of (i) one or more series of debt securities (the “Primary Debt Securities”) which may be issued by the Company and (ii) guarantees by one or more of the Guarantors of the Primary Debt Securities (the “Primary Debt Securities Guarantees”) and (y) the contemplated resale from time to time, as set forth in the applicable prospectus contained in the Registration Statement (the “Resale Prospectus”) and as may be set forth in one or more supplements to the Resale Prospectus by the selling securityholder named in the Registration Statement of (i) certain series of the Company’s outstanding debt securities (the “Resale Debt Securities”) and (ii) guarantees by the Guarantors of the Resale Debt Securities. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. The Amendment relates to the addition of a new form of indenture (the “Indenture”), to be entered into among the Company, the Parent Guarantor and Deutsche Bank Trust Company Americas, as trustee, pursuant to which certain Primary Debt Securities and Primary Debt Securities Guarantees may be issued, as an exhibit to the Registration Statement, and the addition to the Registration Statement of the Primary Debt Securities and Primary Debt Securities Guarantees that may be issued under the Indenture.

Primary Debt Securities and the Primary Debt Securities Guarantees may be issued from time to time pursuant to one or more supplemental indentures (each, a “Supplemental Indenture”) to the Indenture, to be entered into among the Company, the Parent Guarantor and Deutsche Bank Trust Company Americas, as trustee. The Indenture, any Supplemental Indentures, any certificates evidencing Primary Debt Securities and any notations of guarantee with respect to Primary Debt Securities Guarantees, and any other documents contemplated thereby or hereby are collectively referred to herein as the “Documents.”

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion.

One New York Plaza, New York, New York 10004—1089

T: +1.212.859.8000 friedfrank.com

Fried, Frank, Harris, Shriver & Jacobson LLP

September 12, 2022

Page 2

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, the statements, representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their respective covenants and agreements contained therein.

With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE/NY Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the Company and the DE/NY Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE/NY Guarantors); (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than as expressly addressed in the opinions below as to the Company and the Guarantors), enforceable against such parties in accordance with their respective terms and (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

When (i) the Amendment and any subsequent amendments to the Registration Statement (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Primary Debt Securities registered pursuant to the Registration Statement, as amended, have been established in accordance with the Indenture and duly approved by the Board of Directors of the Company or an authorized committee thereof in conformity with the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, and all other necessary corporate action on the part of the Company has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iii) the Indenture has been duly authorized, executed and delivered by the Company, the Parent Guarantor and each other party thereto, (iv) any relevant Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and each other party thereto, (v) such Primary Debt Securities have been duly executed, authenticated and issued in accordance with the Indenture and any applicable Supplemental Indenture and (vii) such Primary Debt Securities have been delivered against payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement, such Primary Debt Securities will constitute valid and binding obligations of the Company.

Fried, Frank, Harris, Shriver & Jacobson LLP

September 12, 2022

Page 3

Manager(s), General Partner(s), Board of Directors, other governing body or committee thereof, as applicable, of each Guarantor providing a guarantee thereof, in conformity with such Guarantor’s (x) Certificate of Incorporation, Articles of Incorporation, Certificate of Formation, Articles of Organization, Certificate of Organization or Certificate of Limited Partnership, as applicable and (y) Bylaws, Limited Liability Company Agreement, Limited Partnership Agreement or Member Control Agreement, as applicable (as each may be amended from time to time), and all other necessary corporate, partnership or limited liability company action on the part of such Guarantor has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on any of the Company or the Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over any of the Company or the Guarantors, (iii) the Indenture has been duly authorized, executed and delivered by the Company, the Parent Guarantor and each other party thereto, (iv) any relevant Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and each other party thereto, (v) such Primary Debt Securities Guarantees have been duly issued in accordance with the Indenture and any applicable Supplemental Indenture, (vi) the corresponding Primary Debt Securities have been duly executed, authenticated and issued in accordance with the Indenture and any applicable Supplemental Indenture and (vii) such Primary Debt Securities have been delivered against payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement, such Primary Debt Securities Guarantees will constitute valid and binding obligations of the Guarantors.

The opinions set forth above are subject to the following qualifications:

(A)	We express no opinion as to the validity, binding effect or enforceability of any provision in any Document:

relating to indemnification, contribution or exculpation;

ii.

relating to any purported waiver, release or variation of rights or other agreement to similar effect (collectively, a “Waiver”) by any party under any of the Documents to the extent such a Waiver is limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty or ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions);

iii.

relating to (a) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to any court other than a court of the State of New York or to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case, applying the choice of law rules of the State of New York, (c) service of process or (d) waivers of any rights to trial by jury;

iv.

specifying that provisions thereof may be modified or waived only in writing;

purporting to give any person the power to accelerate obligations without notice to the obligor;

vi.

specifying that any person may exercise set-off or similar rights other than in accordance with applicable law;

Fried, Frank, Harris, Shriver & Jacobson LLP

September 12, 2022

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vii.

relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities governed or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture; or

viii.

requiring that any unearned portion of any Primary Debt Securities issued at a discount be paid upon acceleration or otherwise earlier than the stated final maturity.

(B)

We express no opinion as to the validity, binding effect or enforceability of any provision of any agreement (i) providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction, under applicable law, will convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law, (ii) providing for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency or (iii) concerning the enforceability of the waiver of rights or defenses contained in the Documents relating to waiver of stay, extension or usury laws.

(C)	We express no opinion as to the effect of any law of any jurisdiction other than the State of New York wherein any party to the Documents may be located or wherein enforcement of any Document may be sought that limits the rates of interest legally chargeable or collectible.

(D)	We express no opinion as to compliance with Section 206 of the New York Limited Liability Company Law or the effects of non-compliance therewith.

(E)	We express no opinion as to any agreement, instrument or other document referred to, or incorporated by reference in, any of the Documents, other than the Documents.

(F)

Our opinions are subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as toon the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law or in equity.

(G)

Provisions in the Indenture or any Supplemental Indenture that provide that the Guarantors’ liability thereunder shall not be affected by actions or failures to act on the part of the holders or the Trustee or by modifications or waivers of provisions of the guaranteed obligations, might not be enforceable if such actions, failures to act, modifications or waivers so change the essential nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the Guarantee was issued. We have assumed that (i) the obligations of each Guarantor (other than Clearwire IP Holdings LLC) under the Documents are necessary or convenient to the conduct, promotion or attainment of the business of each such Guarantor, (ii) the obligations of Clearwire IP Holdings LLC under the Documents are necessary or convenient to the conduct, promotion or attainment of the business of such Guarantor and (iii) consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each such Obligor.

Fried, Frank, Harris, Shriver & Jacobson LLP

September 12, 2022

Page 5

The opinions expressed herein are limited to the laws of the State of New York and to the extent relevant, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Amendment. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Schedule I

Subsidiary DE/NY Guarantors



Entity		Jurisdiction of Organization
American Telecasting of Seattle, LLC		Delaware
APC Realty and Equipment Company, LLC		Delaware
Assurance Wireless of South Carolina, LLC		Delaware
Assurance Wireless USA, L.P.		Delaware
ATI Sub, LLC		Delaware
Clearwire Communications LLC		Delaware
Clearwire IP Holdings LLC		New York
Clearwire Legacy LLC		Delaware
Clearwire XOHM LLC		Delaware
Fixed Wireless Holdings, LLC		Delaware
IBSV LLC		Delaware
MetroPCS California, LLC		Delaware
MetroPCS Florida, LLC		Delaware
MetroPCS Georgia, LLC		Delaware
MetroPCS Massachusetts, LLC		Delaware
MetroPCS Michigan, LLC		Delaware
MetroPCS Nevada, LLC		Delaware
MetroPCS New York, LLC		Delaware
MetroPCS Pennsylvania, LLC		Delaware
MetroPCS Texas, LLC		Delaware
Nextel Retail Stores, LLC		Delaware
Nextel Systems, LLC		Delaware
Nextel West Corp.		Delaware
NSAC, LLC		Delaware
PCTV Gold II, LLC		Delaware
People’s Choice TV of Houston, LLC		Delaware
PRWireless PR, LLC		Delaware
PushSpring, LLC		Delaware
Sprint Capital Corporation		Delaware
Sprint Communications Company L.P.		Delaware
Sprint International Communications Corporation		Delaware
Sprint International Incorporated		Delaware
Sprint International Network Company LLC		Delaware
Sprint LLC		Delaware
Sprint PCS Assets, L.L.C.		Delaware
Sprint Solutions, Inc.		Delaware
Sprint Spectrum LLC		Delaware
Sprint Spectrum Realty Company, LLC		Delaware
TDI Acquisition Sub, LLC		Delaware
T-Mobile Central LLC		Delaware
T-Mobile Financial LLC		Delaware
T-Mobile Innovations LLC		Delaware
T-Mobile Leasing LLC		Delaware
T-Mobile License LLC		Delaware
T-Mobile Northeast LLC		Delaware
T-Mobile Puerto Rico Holdings LLC		Delaware
T-Mobile Puerto Rico LLC		Delaware
T-Mobile Resources LLC		Delaware

I-1


T-Mobile South LLC		Delaware
T-Mobile West LLC		Delaware
TMUS International LLC		Delaware
TVN Ventures LLC		Delaware
VMU GP, LLC		Delaware
WBSY Licensing, LLC		Delaware
Wireline Leasing Co., Inc.		Delaware

I-2

Schedule II

Subsidiary Non-DE/NY Guarantors



Entity		Jurisdiction of Organization
Clear Wireless LLC		Nevada
Clearwire Hawaii Partners Spectrum, LLC		Nevada
Clearwire Spectrum Holdings II LLC		Nevada
Clearwire Spectrum Holdings III LLC		Nevada
Clearwire Spectrum Holdings LLC		Nevada
Nextel South Corp.		Georgia
SIHI New Zealand Holdco, Inc.		Kansas
Sprint Communications Company of New Hampshire, Inc.		New Hampshire
Sprint Communications Company of Virginia, Inc.		Virginia
Sprint Communications LLC		Kansas
Sprint International Holding, Inc.		Kansas
Sprint/United Management Company		Kansas
SprintCom LLC		Kansas
USST of Texas, Inc.		Texas
Utelcom LLC		Kansas

II-1