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.
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||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
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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.
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|
||/s/ Sandra L. Flow |
|| Sandra L. Flow, a Partner|