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Sba Communications Corp. – ‘S-4’ on 11/5/20 – ‘EX-5.1’

On:  Thursday, 11/5/20, at 6:48pm ET   ·   As of:  11/6/20   ·   Accession #:  1193125-20-287080   ·   File #:  333-249893

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/06/20  Sba Communications Corp.          S-4        11/05/20    7:985K                                   Donnelley … Solutions/FA

Registration Statement – Securities for a Merger   —   Form S-4   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement - Securities for a Merger    HTML    576K 
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     10K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 4: EX-25.1     Statement of Eligibility to Act as a Trustee        HTML     30K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     18K 
 6: EX-99.2     Miscellaneous Exhibit                               HTML     16K 
 7: EX-99.3     Miscellaneous Exhibit                               HTML     12K 


‘EX-5.1’   —   Opinion of Counsel re: Legality


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  EX-5.1  

Exhibit 5.1

Opinion of Greenberg Traurig, P.A.

November 5, 2020

SBA Communications Corporation

8051 Congress Avenue

Boca Raton, FL 33487

Ladies and Gentlemen:

We have acted as counsel to SBA Communications Corporation, a Florida corporation (“SBA”), in connection with a registration statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer to exchange (the “Exchange Offer”) SBA’s $1,500,000,000 3.875% Senior Notes due 2027 that have been registered under the Act (the “Exchange Notes”), for a like principal amount of SBA’s currently outstanding $1,500,000,000 3.875% Senior Notes due 2027 (the “Original Notes”). The Original Notes were issued, and the Exchange Notes will be issued, pursuant to an indenture dated February 4, 2020 (the “Base Indenture) between SBA and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of May 26, 2020 (the “Supplemental Indenture and together with the Base Indenture, the Indenture) between SBA and the Trustee.

In rendering the opinions expressed below, we have examined originals or copies of: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of February 4, 2020, by and among SBA and the several initial purchasers named therein; (c) the Registration Rights Agreement, dated as of May 26, 2020, among SBA and the several initial purchasers named therein; (d) the Base Indenture; (e) the Supplemental Indenture; (f) specimens of the certificates representing the Exchange Notes; and (g) the other documents delivered by or on behalf of SBA and the Trustee as of the date hereof in connection with the delivery of the Exchange Notes. We have also examined such other instruments, corporate records, certificates of public officials, certificates of officers or other representatives of SBA and others and other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; (g) that the Exchange Notes will be duly authenticated by the Trustee; and (h) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of SBA and others.

Based upon and subject to the foregoing, we are of the opinion that the Exchange Notes, when duly executed and delivered by or on behalf of SBA in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and constitute the valid and binding obligations of SBA enforceable in accordance with their terms.

This opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general applicability, affecting or limiting the rights of creditors, and general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).


We are admitted to practice in the States of New York and Florida and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the State of Florida and the Federal laws of the United States of America.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Sincerely,

/s/ Greenberg Traurig, P.A.

Greenberg Traurig, P.A.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed as of:11/6/20
Filed on:11/5/2010-Q
5/26/204,  8-K
2/4/208-K
 List all Filings 


12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/05/20  SBA Communications Corp.          10-Q        9/30/20   99:23M
 8/06/20  SBA Communications Corp.          10-Q        6/30/20   99:23M
 7/20/20  SBA Communications Corp.          8-K:1,2,9   7/14/20   11:242K                                   Donnelley … Solutions/FA
 7/14/20  SBA Communications Corp.          8-K:1,2,9   7/08/20   11:458K                                   Donnelley … Solutions/FA
 5/28/20  SBA Communications Corp.          8-K:1,2,9   5/26/20   13:523K                                   Donnelley … Solutions/FA
 5/20/20  SBA Communications Corp.          8-K:1,2,8,9 5/19/20   12:223K                                   Donnelley … Solutions/FA
 5/18/20  SBA Communications Corp.          8-K:5       5/14/20   10:152K                                   Donnelley … Solutions/FA
 5/06/20  SBA Communications Corp.          10-Q        3/31/20   98:17M
 2/24/20  SBA Communications Corp.          10-K       12/31/19  135:33M
 2/07/20  SBA Communications Corp.          8-K:1,2,9   2/04/20   13:1.3M                                   Donnelley … Solutions/FA
 1/22/20  SBA Communications Corp.          8-K:1,2,8,9 1/21/20   12:185K                                   Donnelley … Solutions/FA
 1/17/17  SBA Communications Corp.          8-K12B:1,2,11/10/16   10:1.3M                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-20-287080   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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