T Mobile USA – ‘S-4’ on 5/24/00 – EX-5.1

On:  Wednesday, 5/24/00, at 2:51pm ET   ·   Accession #:  891020-0-1136   ·   File #:  333-37712

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a                76    385K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   1      8K 
 3: EX-12.1     Statement re: Computation of Ratios                    2     13K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 
 5: EX-23.2     Consent of Experts or Counsel                          1      7K 
 6: EX-23.3     Consent of Experts or Counsel                          1      6K 
 7: EX-25.1     Statement re: Eligibility of Trustee                   6     22K 
 8: EX-99.1     Miscellaneous Exhibit                                 15     67K 
 9: EX-99.2     Miscellaneous Exhibit                                  4     17K 
10: EX-99.3     Miscellaneous Exhibit                                  2     11K 
11: EX-99.4     Miscellaneous Exhibit                                  5     25K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

FRIEDMAN KAPLAN & SEILER LLP
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 833-1100

                                                                    May 23, 2000

VoiceStream Wireless Corporation                                                
3650 131st Avenue S.E.                                                          
Bellevue, Washington 98006                                                      

Gentlemen:                                                                      

We have represented VoiceStream Wireless Corporation, a Delaware      
corporation (the "Registrant"), in connection with its issuance of its 10 3/8%  
Senior Notes due 2009 (collectively, the "Notes") in exchange for 11 5/8% Senior
Notes and 11 5/8% Series A Notes of Omnipoint Corporation (the "Omnipoint       
Notes"), including the filing of a registration statement on Form S-4 (the      
"Registration Statement") with respect thereto. In connection with our          
representation we examined originals or copies of corporate documents and       
certificates of officers of the Registrant and of officials of the Secretary of 
State of the State of Delaware and such other documents as we have in our       
judgment deemed necessary. We have assumed the genuineness of documents         
submitted to us as originals and the conformity to originals of copies submitted
to us as genuine.                                                               

     Based upon the foregoing, we are of the opinion that the Notes, when issued
in exchange for the presently outstanding Omnipoint Notes as described in the   
Registration Statement, will be binding obligations of the Registrant.          

 We hereby consent to the inclusion of our opinion as an exhibit to this
Registration Statement and to the reference to us in the prospectus contained in
this Registration Statement.                                                    

                        FRIEDMAN KAPLAN & SEILER LLP

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		5/24/00		None on these Dates
		5/23/00
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