American Tower Corporation, p.
||an executed copy of the Underwriting Agreement, dated December 5, 2017, between the Company and the several underwriters named in Schedule A thereto; |
||executed copies of the Base Indenture and the Supplemental Indenture; |
||facsimile copies of the Securities in global form as executed by the Company and authenticated by the Trustee; and |
||copies of the Companys 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 Companys Current Report on Form 8-K dated
December 8, 2017. In giving such consent, we do not thereby admit that we are within the