EX-5.1

Exhibit 5.1

LOGO

May 20, 2025

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Ladies and Gentlemen:

We have acted as special counsel to T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), T-Mobile US, Inc., a Delaware corporation and the direct parent of T-Mobile (the “Parent Guarantor”), the subsidiaries of T-Mobile listed on Schedule I hereto (together with the Parent Guarantor, the “Delaware Guarantors”), the subsidiaries of T-Mobile listed on Schedule II hereto (the “New York Guarantor”) and the subsidiaries of T-Mobile listed on Schedule III hereto (the “Other Guarantors” and, collectively with the Delaware Guarantors and the New York Guarantor, the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-4 (including the documents incorporated by reference therein, but excluding Exhibit 25.1, the “Registration Statement”) relating to T-Mobile’s offer to exchange up to $544,000,000 aggregate principal amount of the outstanding 6.700% Senior Notes due 2033 (the “Old USCC 2033 Notes”) of United States Cellular Corporation, a Delaware corporation (“USCC”), $500,000,000 aggregate principal amount of USCC’s outstanding 6.250% Senior Notes due 2069 (the “Old USCC 2069 Notes”), $500,000,000 aggregate principal amount of USCC’s outstanding 5.500% Senior Notes due 2070 (March) (the “Old USCC March 2070 Notes”), and $500,000,000 aggregate principal amount of USCC’s outstanding 5.500% Senior Notes due 2070 (June) (the “Old USCC June 2070 Notes” and, together with the Old USCC 2033 Notes, the Old USCC 2069 Notes, and the Old USCC March 2070 Notes, the “Old USCC Notes”) for a like principal amount, respectively, of T-Mobile’s 6.700% Senior Notes due 2033 (the “New 2033 Notes”), 6.250% Senior Notes due 2069 (the “New 2069 Notes”), 5.500% Senior Notes due March 2070 (the “New March 2070 Notes”) and 5.500% Senior Notes due June 2070 (the “New June 2070 Notes” and, together with the New 2033 Notes, the New 2069 Notes, the New March 2070 Notes, the “New T-Mobile Notes”), in each case guaranteed by the Guarantors (the “Guarantees”). The New T-Mobile Notes and the Guarantees are referred to herein collectively as the “Securities”.

LOGO

T-Mobile US, Inc., p. 2

This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Securities will be issued under an indenture dated as of September 15, 2022 (as supplemented by the indentures listed on Schedule IV, the “Base Indenture”), between Parent, T-Mobile, the guarantor entities thereunder and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as further supplemented by the supplemental indentures filed as exhibits to the Registration Statement to be entered into among Parent, T-Mobile, the Guarantors and the Trustee (the “New Supplemental Indentures” 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)

an executed copy of the Base Indenture;

(c)

a form of supplemental indenture for the New 2033 Notes, including the form of New 2033 Notes, filed as an exhibit to the Registration Statement; and

(d)

a form of supplemental indenture for the New 2069 Notes, New March 2070 Notes and New June 2070 Notes, including the form of New 2069 Notes, New March 2070 Notes and New June 2070 Notes, filed as an exhibit to the Registration Statement.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Parent, T-Mobile, the Delaware Guarantors and the New York Guarantor 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 (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the New T-Mobile Notes will conform to the forms thereof that we have reviewed and will be duly authenticated in accordance with the terms of the Indenture.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

The New T-Mobile Notes to be issued under the applicable New Supplemental Indenture, when issued by T-Mobile in the manner contemplated in the Registration Statement and upon due execution and delivery of the New T-Mobile Notes in accordance with the terms of the applicable New Supplemental Indenture, in exchange for an equal principal amount of the corresponding series of Old USCC Notes, will be the valid, binding and enforceable obligations of the Company, entitled to the benefits of the applicable New Supplemental Indenture;

T-Mobile US, Inc., p. 3

The Guarantees of the New T-Mobile Notes, when such New T-Mobile Notes have been issued in the manner contemplated in the Registration Statement, will be valid, binding and enforceable obligations of the Guarantors.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of T-Mobile or the Guarantors, (a) we have assumed that all of the parties to such agreement or obligation has satisfied or, prior to the issuance of the New T-Mobile Notes and the Guarantees, will satisfy 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 T-Mobile, the Delaware Guarantors and the New York Guarantor regarding matters of the federal law of the United States of America, 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) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

In rendering the foregoing opinions, we have further assumed that the Securities will be offered, issued and delivered after the Registration Statement has been declared effective by the Commission and in accordance with applicable law and any requirements therefor set forth in any corporate action authorizing the New T-Mobile Notes and the Indenture and in the manner contemplated by the Registration Statement.

The foregoing opinions are limited to the federal law of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware.

T-Mobile US, Inc., p. 4

We hereby consent to the use of our name in the Registration Statement under the heading “Legal Matters” and in any prospectus supplements related thereto, as counsel for the Company that has passed on the validity of the Securities, and to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. 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 Commission thereunder. The opinions expressed herein are 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 opinions expressed herein.


Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By		/s/ David Lopez
		David Lopez, a Partner

Schedule I


Exact name of registrant as specified in its charter		State or other jurisdiction of incorporation or organization
ADstruc, LLC		Delaware

APC Realty and Equipment Company, LLC		Delaware

Assurance Wireless of South Carolina, LLC		Delaware

Assurance Wireless USA, L.P.		Delaware

ATI Sub, LLC		Delaware

Blis USA, Inc.		Delaware

Breeze Acquisition Sub LLC		Delaware

Clearwire Communications LLC		Delaware

Clearwire Legacy LLC		Delaware

Fixed Wireless Holdings, LLC		Delaware

IBSV LLC		Delaware

MetroPCS California, LLC		Delaware

MetroPCS Florida, LLC		Delaware

MetroPCS Georgia, LLC		Delaware

MetroPCS Massachusetts, LLC		Delaware

MetroPCS Michigan, LLC		Delaware

MetroPCS Nevada, LLC		Delaware

MetroPCS New York, LLC		Delaware

MetroPCS Pennsylvania, LLC		Delaware

MetroPCS Texas, LLC		Delaware

Mint Mobile, LLC		Delaware

Mint Mobile Incentive Company, LLC		Delaware

Nextel Systems, LLC		Delaware

Nextel West Corp.		Delaware


NSAC, LLC		Delaware

PRWireless PR, LLC		Delaware

PushSpring, LLC		Delaware

Sprint Capital Corporation		Delaware

Sprint Communications LLC		Delaware

Sprint LLC		Delaware

Sprint Solutions LLC		Delaware

Sprint Spectrum LLC		Delaware

Sprint Spectrum Realty Company, LLC		Delaware

T-Mobile Central LLC		Delaware

T-Mobile Financial LLC		Delaware

T-Mobile Innovations LLC		Delaware

T-Mobile Leasing LLC		Delaware

T-Mobile License LLC		Delaware

T-Mobile MW LLC		Delaware

T-Mobile Northeast LLC		Delaware

T-Mobile Puerto Rico Holdings LLC		Delaware

T-Mobile Puerto Rico LLC		Delaware

T-Mobile Resources LLC		Delaware

T-Mobile South LLC		Delaware

T-Mobile West LLC		Delaware

TDI Acquisition Sub, LLC		Delaware

TMUS International LLC		Delaware

UVNV, LLC		Delaware

Vistar Media Inc.		Delaware

VMU GP, LLC		Delaware

WBSY Licensing, LLC		Delaware

Schedule II

Exact name of registrant as specified in its charter

State or other jurisdiction of

incorporation or organization

Vistar Media Global Partners, LLC

New York

Schedule III


Exact name of registrant as specified in its charter		State or other jurisdiction of incorporation or organization

Clearwire Spectrum Holdings II LLC		Nevada

Clearwire Spectrum Holdings III LLC		Nevada

Clearwire Spectrum Holdings LLC		Nevada

SprintCom LLC		Kansas

Schedule IV

1.	First Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.200% Senior Note due 2033.

2.	Second Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.650% Senior Note due 2053.

3.	Third Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.800% Senior Note due 2062.

4.	Fourth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.950% Senior Note due 2028.

5.	Fifth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.050% Senior Note due 2033.

6.	Sixth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.650% Senior Note due 2053.

7.	Seventh Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.800% Senior Note due 2028.

8.	Eighth Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.050% Senior Note due 2033.

9.	Ninth Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.750% Senior Note due 2054.

10.	Tenth Supplemental Indenture, dated as of September 14, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.750% Senior Note due 2034.

11.	Eleventh Supplemental Indenture, dated as of September 14, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.000% Senior Note due 2054.

12.	Twelfth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.850% Senior Note due 2029.

13.	Thirteenth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.150% Senior Note due 2034.

14.	Fourteenth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.500% Senior Note due 2055.

15.	Fifteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.550% Senior Note due 2029.

16.	Sixteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.700% Senior Note due 2032.

17.	Seventeenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.850% Senior Note due 2036.

18.	Eighteenth Supplemental Indenture, dated as of May 21, 2024, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

19.	Nineteenth Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.200% Senior Note due 2029.

20.	Twentieth Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.700% Senior Note due 2035.

21.	Twenty-First Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.250% Senior Note due 2055.

22.	Twenty-Second Supplemental Indenture, dated as of February 11, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.150% Senior Note due 2032.

23.	Twenty-Third Supplemental Indenture, dated as of February 11, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.500% Senior Note due 2037.

24.	Twenty-Fourth Supplemental Indenture, dated as of February 11, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.800% Senior Note due 2045.

25.	Twenty-Fifth Supplemental Indenture, dated as of March 10, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

26.	Twenty-Sixth Supplemental Indenture, dated as of March 27, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.125% Senior Note due 2032.

27.	Twenty-Seventh Supplemental Indenture, dated as of March 27, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.300% Senior Note due 2035.

28.	Twenty-Eighth Supplemental Indenture, dated as of March 27, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.875% Senior Note due 2055.