Exhibit 5.2
May 20, 2025
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Ladies and Gentlemen:
I am the Principal Corporate Counsel, Legal Affairs and Assistant Secretary of T-Mobile USA, Inc., a Delaware corporation (the Issuer). In such capacity, I have acted as counsel to those certain subsidiaries of the Issuer, listed on Schedule A hereto (the Opinion Guarantors) in connection with the Issuers 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 USCCs outstanding 6.250% Senior Notes due 2069 (the Old USCC 2069 Notes), $500,000,000 aggregate principal amount of USCCs outstanding 5.500 % Senior Notes due 2070 (March) (the Old USCC March 2070 Notes), and $500,000,000 aggregate principal amount of USCCs 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 the Issuers 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). The Issuers obligations under the New T-Mobile Notes will be guaranteed (such guarantees, the Guarantees) on a senior unsecured basis by the Guarantors (including the Opinion Guarantors). The New T-Mobile Notes and the Guarantees are referred to herein collectively as the Securities. The Securities are being offered pursuant to a registration statement on Form S-4 (including the documents incorporated by reference therein, but excluding Exhibit 25.1, the Registration Statement) filed with the Securities and Exchange Commission as of the date hereof, under the Securities Act of 1933, as amended (the Securities Act). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, I, or attorneys under my direction, have examined copies of such agreements, instruments and documents as I have deemed an appropriate basis on which to render the opinions hereinafter expressed. In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including electronic copies). I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Opinion Guarantors, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such parties have duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments have been duly executed and delivered by such
parties and that such agreements or instruments are the valid, binding and enforceable obligations of all parties thereto. As to all matters of fact, I have relied on the representations and statements of fact made in the documents so reviewed, including all statements in certificates of public officials that I reviewed, and I have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of the laws of the State of Kansas and the State of Nevada (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. I express no opinion herein as to any other statutes, rules or regulations (and in particular, I express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based upon, subject to and limited by the foregoing, I am of the opinion that:
1. Each Opinion Guarantor is validly existing as a limited liability company under the laws of such Opinion Guarantors state of organization designated on Schedule A hereto (each, an Opinion Jurisdiction).
2. Each Opinion Guarantor has the limited liability company power under the laws of its respective Opinion Jurisdiction to issue its Guarantee.
3. Each Guarantee has been duly authorized by each Opinion Guarantor.
The opinions expressed herein are limited to the Kansas Revised Limited Liability Company Act and Chapter 86 of the Nevada Revised Statutes. I note that the Guarantees are governed by the laws of the State of New York.
This opinion letter has been prepared for use in connection with the filing by the Parent of the Registration Statement relating to the exchange offering and issuance of the Securities. This opinion letter is given only as of the time of its delivery, and I assume no obligation or responsibility to update or supplement this opinion letter after its delivery.
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I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement under the heading Legal Matters and consent to the use of my name in the prospectus contained in such Registration Statement. In giving this consent, I do not thereby admit that I am an expert within the meaning of the Securities Act.
Very truly yours, |
/s/ Ryan Brady |
Ryan Brady Principal Corporate Counsel, Legal Affairs and Assistant Secretary of T-Mobile USA, Inc |
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Schedule A
Opinion Guarantor | Opinion Jurisdiction | |
SprintCom LLC | Kansas | |
Clearwire Spectrum Holdings LLC | Nevada | |
Clearwire Spectrum Holdings II LLC | Nevada | |
Clearwire Spectrum Holdings III LLC | Nevada |
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