XM Satellite Radio Holdings Inc – ‘8-K’ for 4/12/02 – EX-5.1

On:  Friday, 4/12/02   ·   For:  4/12/02   ·   Accession #:  928385-2-1453   ·   File #:  0-27441

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-1.1      Underwriting Agreement                                22    106K 
 3: EX-5.1      Opinion re: Legality                                   3     16K 
 4: EX-23.1     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     Exhibit 5.1

April 12, 2002

Board of Directors                                                              
XM Satellite Radio Holdings Inc.                                                
1500 Eckington Place, N.E.                                                      
Washington, D.C. 20002                                                          

Members of the Board of Directors:                                              

         We are acting as special counsel to XM Satellite Radio Holdings Inc.,
a Delaware corporation (the "Company"), in connection with its registration     
statement on Form S-3, as amended (File No. 333-47570) (the "Shelf Registration 
Statement"), filed with the Securities and Exchange Commission (the             
"Commission") relating to the proposed public offering of up to $500,000,000 in 
aggregate amount of one or more classes or series of the Company's securities,  
which securities may be offered and sold by the Company from time to time as set
forth in a prospectus and one or more supplements thereto, all of which form a  
part of the Registration Statement (as defined below).                          

          This opinion letter is rendered in connection with the public offering
of up to 15,395,050 shares of the Company's Class A common stock, par value $.01
per share (the "Shares"), as described in the Prospectus Supplement (as defined 
below) to the Registration Statement. 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. Section 229.601(b)(5), in connection with the         
Registration Statement.                                                         

       For purposes of this opinion letter, we have examined copies of the
following documents:                                                            

1.   An executed copy of the Shelf Registration Statement.            

2.   The Prospectus Supplement dated April 12, 2002 (the "Prospectus  
         Supplement"), the Current Report on Form 8-K dated April 12, 2002 and
the Prospectus dated October 25, 2000.                      

     3.   The Order of the Commission declaring the Shelf Registration Statement
effective on November 1, 2000.                              

     4.   Memorandum to file regarding telephonic confirmation from the staff of
 the Commission of the effectiveness of the Shelf Registration
Statement.                                                  

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Board of Directors                                                              
XM Satellite Radio Holdings Inc.                                                
April 12, 2002                                                                  
Page 2                                                                          

    5.   The Registration Statement on Form S-3 (No. 333-85804), as filed with
      the Commission on April 8, 2002, effective upon filing pursuant to
  Rule 462(b) under the Securities Act (the "462(b) Registration
       Statement" and, together with the Shelf Registration Statement, the
"Registration Statement").                                  

6.   The Restated Certificate of Incorporation of the Company with    
     amendments thereto, as certified by the Secretary of State of the
        State of Delaware on April 8, 2002 and as certified by the Secretary
        of the Company on the date hereof as being complete, accurate and in
effect.                                                     

   7.   The Restated Bylaws of the Company, as certified by the Secretary of
     the Company on the date hereof as being complete, accurate and in
effect.                                                     

8.   The proposed form of Underwriting Agreement among the Company and
       Morgan Stanley & Co., Incorporated, Merrill Lynch, Pierce, Fenner &
   Smith, Credit Suisse First Boston Corporation and Deutsche Bank
         Securities Inc., filed as Exhibit 1.1 to the Company's Current Report
     on Form 8-K dated the date hereof (the "Underwriting Agreement").

   9.   Certain resolutions of the Board of Directors of the Company adopted
      at meetings held on September 7, 2000 and April 5, 2002 and of the
         Pricing Committee of the Board of Directors of the Company adopted at
         a meeting held on April 11, 2002 as certified by the Secretary of the
         Company on the date hereof as being complete, accurate and in effect,
      relating to, among other things, authorization of the Registration
         Statement and the issuance and sale of the Shares and arrangements in
connection therewith.                                       

      In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, 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 telecopies). 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
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory      
provisions contained therein, all applicable provisions of the Delaware         
Constitution and reported judicial decisions interpreting these laws.           

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Board of Directors                                                              
XM Satellite Radio Holdings Inc.                                                
April 12, 2002                                                                  
Page 2                                                                          

      Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) execution and delivery by the Company of the         
Underwriting Agreement, (ii) issuance of the Shares pursuant to the terms of the
Underwriting Agreement, and (iii) receipt by the Company of the consideration   
for the Shares specified in the resolutions of the Board of Directors, or a     
Pricing Committee thereof, referred to above, the Shares will be validly issued,
fully paid, and nonassessable.                                                  

         This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no       
obligation to advise you of any changes in the foregoing subsequent to the      
delivery of this opinion letter.                                                

         We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Company's Current Report on Form 8-K filed the date hereof and to the    
reference to this firm under the caption "Legal Matters" in the Prospectus      
Supplement constituting a part of the Registration Statement. In giving this    
consent, we do not thereby admit that we are an "expert" within the meaning of  
the Securities Act of 1933, as amended.                                         

                               Very truly yours,

                                        /s/ Hogan & Hartson L.L.P.

                                    HOGAN & HARTSON L.L.P.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		4/12/02		1		3			424B5
		4/11/02		2
		4/8/02		2					424B3,  8-K,  PRE 14A,  S-3MEF
		4/5/02		2					8-K
		11/1/00		1
		10/25/00		1					S-3/A
		9/7/00		2					S-1/A
									List all Filings