Exhibit 5

                  [Letterhead of Cadwalader, Wickersham & Taft]


February [14], 2001

Tritel PCS, Inc.
Tritel, Inc.
Tritel Communications, Inc.
Tritel Finance, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201

Re:  Tritel PCS, Inc. - Exchange Offer for 10 3/8% Senior Subordinated Notes due
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     2011
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Ladies and Gentlemen:

     We have acted as special counsel for Tritel PCS, Inc., a Delaware
corporation (the "Company"), Tritel, Inc., a Delaware corporation ("Tritel"),
Tritel Communications, Inc., a Delaware corporation ("Tritel Communications"),
and Tritel Finance, Inc. a Delaware corporation ("Tritel Finance") in connection
with the filing by the Company with the Securities Exchange Commission (the
"Commission") of a registration statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the proposed issuance by the Company, in exchange (the "Exchange
Offer") for up to $450,000,000 aggregate principal amount of the Company's
unregistered 10 3/8% Senior Subordinated notes due 2011 (the "Old Notes") of a
like principal amount of the Company's registered 10 3/8% Senior Subordinated
Notes due 2011 (the "Exchange Notes"), which is registered under the Securities
Act. The Old Notes were issued, and the Exchange Notes are to be issued, under
an indenture dated as of January 24, 2001 (the "Indenture"), by and among the
Company, as issuer, Tritel, Tritel Communications, and Tritel Finance, as
guarantors (in such capacity, the "Guarantors"), and Firstar Bank, N.A., as
trustee. Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Indenture, as applicable.

     In rendering the opinions expressed below, we have examined and relied
upon, among other things, (a) the Registration Statement, including the
prospectus constituting a part thereof, (b) the Indenture which has been filed
as an exhibit to the Registration Statement and (c) originals or copies,
certified or otherwise identified to our satisfaction, of such certificates,
corporate, public or other records, other agreements, instruments and documents
and have made such other and further investigations as we have deemed relevant
and necessary for the purpose of rendering this opinion letter.  In connection
with such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents and instruments of all documents and instruments submitted to
us as copies or specimens, and the authenticity of the originals of such
documents and


instruments submitted to us as copies or specimens. As to questions of fact
material to this opinion, we have relied upon certificates of public officials
and of officers and representatives of the Company and the Guarantors.

     We express no other opinion herein concerning any law other than the law of
the State of New York, and to the extent expressly referred to in this opinion
letter, the federal laws of the United States and the General Corporation Law of
the State of Delaware. While we are not licensed to practice law in the State of
Delaware, we have reviewed applicable provisions of the Delaware General
Corporation Law as we have deemed appropriate in connection with the opinion
expressed.

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

1.     The Indenture has been duly authorized, executed and delivered by the
       Company and the Guarantors, and, assuming due authorization, execution
       and delivery of the Indenture by the Trustee, constitutes legal, valid
       and binding obligations of the Company and the Guarantors, enforceable
       against the Company and the Guarantors in accordance with its terms,
       subject to applicable bankruptcy, insolvency, fraudulent conveyance,
       reorganization, moratorium, receivership or other laws relating to or
       affecting creditors' rights generally, and to general principles of
       equity (regardless of whether enforcement is sought in a proceeding at
       law or in equity).

2.     The Exchange Notes have been duly authorized, and when the Exchange Notes
       are executed and authenticated in accordance with the provisions of the
       Indenture and delivered in exchange for the Old Notes pursuant to the
       Exchange Offer, the Exchange Notes will constitute legal, valid and
       binding obligations of the Company, entitled to the benefits of the
       Indenture and enforceable against the Company in accordance with their
       terms, subject to applicable bankruptcy, insolvency, fraudulent
       conveyance, reorganization, moratorium, receivership or other laws
       relating to or affecting creditors' rights generally, and to general
       principles of equity (regardless of whether enforceability is sought in a
       proceeding at law or in equity); in expressing the opinion set forth in
       this paragraph 2, we have assumed that the form of the Exchange Notes
       will conform to that included in the Indenture.

3.     The guarantees by the Guarantors of the Exchange Notes have been duly
       authorized, and when the Exchange Notes are executed and authenticated in
       accordance with the provisions of the Indenture and delivered in exchange
       for the Old Notes pursuant to the Exchange Offer, the guarantees will
       constitute a legal, valid and binding obligations of the Guarantors,
       entitled to the benefits of the Indenture and enforceable against the
       Guarantors in accordance with their terms, subject to applicable
       bankruptcy, insolvency, fraudulent conveyance, reorganization,
       moratorium, receivership or other laws relating to or affecting
       creditors' rights generally, and to general principles of equity
       (regardless of whether enforcement is sought in a proceeding at law or in
       equity).

4.     The statements made in the prospectus constituting a part of the
       Registration Statement under the caption "Certain U.S. Federal Tax
       Considerations," insofar as such statements


       purport to summarize certain federal income tax laws of the United States
       of America, constitute a fair summary of the principal federal income tax
       consequences of an investment in the Exchange Notes.

       We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to this firm in the prospectus
constituting a part of the Registration Statement under the caption "Legal
Matters," without admitting that we are "experts" within the meaning of the
Securities Act or the rules and regulations of the Commission issued thereunder
with respect to any part of the Registration Statement, including this exhibit.

                                 Very truly yours,


                                 /s/  Cadwalader, Wickersham & Taft