EX-5.1 3 0003.txt OPINION OF AKERMAN SENTERFITT Exhibit 5.1 Akerman, Senterfitt & Eidson, P.A. SunTrust International Center One Southeast Third Avenue, 28th Floor Miami, FL 33131-1714 July 27, 2000 SBA Communications Corporation One Town Center Road Third Floor Boca Raton, Fl 33486 Ladies and Gentlemen: SBA Communications Corporation, a Florida corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3, Registration No. 333-41308 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Such Registration Statement relates to the sale by the Company of up to 5,750,000 shares (the "Shares") of the Company's Class A common stock, $.01 par value per share. We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In connection with the Registration Statement, we have examined, considered and relied upon copies of the following documents: (1) the Company's Articles of incorporation and the Company's Bylaws; (2) resolutions of the Company's board of directors authorizing the registration of the Shares to be sold and related matters; (3) the Registration Statement and exhibits thereto; and (4) such other documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations we have assumed, without investigation, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as copies, and the veracity of the documents. As to various questions of fact material to the opinions expressed below, we have relied solely on the representations or certificates of officers and/or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently verifying the accuracy of such certificates, documents, records or instruments. SBA Communications Corporation July 27, 2000 Page 2 ------------------------------ Based upon the foregoing examination, and subject to qualifications set forth below, we are of the opinion that the Shares have been duly authorized and, when issued, will be validly issued, fully paid and non-assessable. Although we have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement, our engagement has been limited to certain matters about which we have been consulted. Consequently, there may exist matters of a legal nature involving the Company in which we have not been consulted and have not represented the Company. We express no opinion as to laws of any jurisdiction other than the laws of the State of Florida. The opinions expressed herein concern only the effect of the laws of the State of Florida as currently in effect. This opinion letter is limited to the matters stated herein and no opinion may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of this date, and we assume no obligation to update or supplement our opinions to reflect any facts or circumstances that may come to our attention or any change in law that may occur or become effective at a later date. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus comprising a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Sincerely, AKERMAN, SENTERFITT & EIDSON, P.A.