Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
TEL: (212) 735-3000
FAX: (212) 735-2000
January 27, 1998
Teligent, Inc.
8065 Leesburg Pike
Vienna, Virginia 22182
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Teligent, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement"), for the purpose of registering with
the Securities and Exchange Commission, under the Securities Act
of 1933, as amended (the "Act"), 14,729,125 shares (the "Shares")
of Class A Common Stock, par value $.01 per share, of the Company
issuable upon the exercise of options, or pursuant to other
awards, granted under the Teligent, Inc. 1997 Stock Incentive
Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and
are familiar with originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration
Statement, (ii) the Plan, (iii) the Certificate of Incorporation
and By-Laws of the Company, each as currently in effect, (iv) a
specimen certificate representing the Shares and (v) certain
resolutions adopted by the Board of Directors of the Company
relating to the approval and adoption of the Plan, the issuance
of the Shares and certain related matters. We have also examined
such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the
opinion expressed herein which we have not independently
established or verified, we have relied upon statements and
representations of officers and other representatives of the
Company and others.
We have also assumed that each award agreement setting
forth the terms of each grant of options or other award under the
Plan (each, an "Award Agreement") will be consistent with the
Plan and will be duly authorized and validly executed and
delivered by the parties thereto, and that the consideration
received by the Company for the Shares delivered pursuant to such
option exercise or other award under the Plan will be in an
amount at least equal to the par value of such Shares.
The opinion expressed herein is limited to the Delaware
General Corporation Law, and we express no opinion as to the laws
of any other jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized for issuance
and, when Shares have been paid for and certificates therefor
have been issued and delivered upon the exercise of options, or
otherwise pursuant to an award, duly granted under the Plan, in
each case in accordance with the terms of the Plan and the
applicable Award Agreement, such Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP