December 8, 2017
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
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. 333-211829), as amended as of its most recent effective date (December 5,
2017), insofar as it relates to the Securities (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 3, 2016, as supplemented by the prospectus supplement thereto, dated December 5, 2017 (together, the Prospectus), of $700,000,000
aggregate principal amount of its 3.000% Senior Notes due 2023 and $700,000,000 aggregate principal amount of its 3.600% Senior Notes due 2028 (collectively, the Securities). The Securities were issued under an indenture dated as of
May 23, 2013 (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. 9 thereto dated as of
December 8, 2017 (the Supplemental Indenture, and together with the Base Indenture, the Indenture).
arriving at the opinion expressed below, we have reviewed the following documents:
||the Registration Statement; |
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.