Omnipoint Corp/DE – ‘S-8 POS’ on 6/23/99 – EX-5.0

On:  Wednesday, 6/23/99   ·   Effective:  6/23/99   ·   Accession #:  928385-99-2089   ·   File #:  333-07345

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No.1                          5     21K 
 2: EX-5.0      Opinion re: Legality                                   2±     7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

EX-5.0   —   Opinion re: Legality

EX-5.0
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EXHIBIT 5.0 
PIPER & MARBURY 
L.L.P.  
CHARLES CENTER SOUTH  
36 SOUTH CHARLES STREET 
               Baltimore, Maryland 21201-3010       WASHINGTON
                     410-539-2530                 NEW YORK
                       FAX: 410-539-0489              PHILADELPHIA
                                                EASTON

June 22, 1999 

Omnipoint Corporation                                                           
3 Bethesda Metro Center                                                         
Suite 400                                                                       
Bethesda, Maryland 20814                                                        

Ladies and Gentlemen:                                                           

   We have acted as counsel to Omnipoint Corporation, a Delaware corporation
(the "Corporation"), in connection with the preparation and filing with the     
Securities and Exchange Commission of a Post-Effective Amendment No. 1 to Form  
S-8 Registration Statement (the "Amendment No. 1") registering 250,000 shares of
Common Stock, par value $.01 per share, issuable pursuant to the exercise of    
stock options granted under the Omnipoint Corporation Amended and Restated      
Employee Stock Purchase Plan (the "Plan") (shares registered under the Plan     
pursuant to the Amendment No. 1 referred to as the "Plan Shares").              

We have examined copies of the Corporation's Amended and Restated     
Certificate of Incorporation, Amended and Restated By-Laws, the Plan, all       
resolutions adopted by the Corporation's Board of Directors relating to the     
above and other records and documents that we have deemed necessary for the     
purpose of this opinion.  We have also examined such other documents, papers,   
statutes and authorities as we have deemed necessary to form a basis for this   
opinion.  In our examination, we have assumed the genuineness of all signatures 
and the conformity to original documents of all copies submitted to us.  As to  
various questions of fact material to this opinion, we have relied on statements
and certificates of officers and representatives of the Corporation and others. 

Based upon the foregoing, we are of the opinion that the Plan Shares  
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.     

    The opinion set forth herein is limited to matters governed by the laws of
the State of Delaware and the Federal Laws of the United States of America, and 
we express no opinion as to any other laws.                                     

     We hereby consent to the filing of this opinion as Exhibit 5.0 to the Post-
Effective Amendment No. 1 to the Registration Statement.                        

Very truly yours,   

      /s/ Piper & Marbury L.L.P.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		6/23/99		8-K
		6/22/99
				List all Filings