SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/21 American Tower Corp./MA 8-K:1,2,9 3/29/21 13:545K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 36K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 148K 3: EX-5.1 Opinion of Counsel re: Legality HTML 14K 9: R1 Document and Entity Information HTML 59K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d307128d8k_htm XML 26K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- amt-20210329_def XML 44K 6: EX-101.LAB XBRL Labels -- amt-20210329_lab XML 73K 7: EX-101.PRE XBRL Presentations -- amt-20210329_pre XML 46K 4: EX-101.SCH XBRL Schema -- amt-20210329 XSD 18K 12: JSON XBRL Instance as JSON Data -- MetaLinks 15± 23K 13: ZIP XBRL Zipped Folder -- 0001193125-21-098287-xbrl Zip 52K
EX-5.1 |
Exhibit 5.1
American Tower Corporation
116 Huntington Avenue
Ladies and Gentlemen:
We have acted as special counsel to American Tower Corporation, a Delaware corporation (the “Company”), in connection with its offering pursuant to a registration statement on Form S-3 (No. 333-231931), as amended as of its most recent effective date (March 24, 2021), insofar as it relates to the Securities (as defined below) (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, including the documents incorporated by reference therein but excluding Exhibit 25, the “Registration Statement”), and the prospectus dated June 4, 2019 (the “Base Prospectus”), as supplemented by the prospectus supplement thereto dated March 24, 2021 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), of $700,000,000 aggregate principal amount of its 1.600% Senior Notes due 2026 and $700,000,000 aggregate principal amount of its 2.700% Senior Notes due 2031 (collectively, the “Securities”). The Securities were issued under an indenture dated as of June 4, 2019 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented with respect to the Securities by Supplemental Indenture No. 8 thereto dated as of March 29, 2021 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
In arriving at the opinion expressed below, we have reviewed the following documents:
(a) | the Registration Statement; |
(b) | the Prospectus; |
(c) | an executed copy of the Underwriting Agreement dated March 24, 2021 between the Company and the several underwriters named in Schedule A thereto; |
American Tower Corporation, p. 2
(d) | executed copies of the Base Indenture and the Supplemental Indenture; |
(e) | facsimile copies of the Securities in global form as executed by the Company and authenticated by the Trustee; and |
(f) | copies of the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.
Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the law of the State of New York or the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) we express no opinion with respect to the effect of any mandatory choice of law rules and (c) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
The foregoing opinion is limited to the law of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” and in the Base Prospectus under the heading “Validity of the Securities,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated March 29, 2021. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
American Tower Corporation, p. 3
The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
Very truly yours, | ||
CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
By: | /s/ Craig B. Brod | |
Craig B. Brod, a Partner |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 3/29/21 | |||
3/24/21 | 424B5, 8-K, FWP | |||
6/4/19 | S-3ASR | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 American Tower Corp./MA 10-K 12/31/23 167:22M 2/23/23 American Tower Corp./MA 10-K 12/31/22 155:23M 6/01/22 American Tower Corp./MA S-3ASR 6/01/22 9:1.7M Donnelley … Solutions/FA 2/25/22 American Tower Corp./MA 10-K 12/31/21 164:29M 9/30/21 American Tower Corp./MA 424B2 1:921K Donnelley … Solutions/FA 9/29/21 American Tower Corp./MA 424B5 1:908K Donnelley … Solutions/FA 9/24/21 American Tower Corp./MA 424B2 1:938K Donnelley … Solutions/FA 9/23/21 American Tower Corp./MA 424B5 1:914K Donnelley … Solutions/FA 5/19/21 American Tower Corp./MA 424B2 1:943K Donnelley … Solutions/FA 5/18/21 American Tower Corp./MA 424B5 1:927K Donnelley … Solutions/FA 5/06/21 American Tower Corp./MA 424B2 1:875K Donnelley … Solutions/FA 5/05/21 American Tower Corp./MA 424B5 1:859K Donnelley … Solutions/FA 4/29/21 American Tower Corp./MA 10-Q 3/31/21 101:10M |