Fried, Frank, Harris, Shriver & Jacobson LLP

October 9, 2025

 

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA  98006

 

Ladies and Gentlemen:

 

We have acted as counsel to T-Mobile USA, Inc., a Delaware corporation (the “Company”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (the “Parent Guarantor”), the subsidiaries of the Company listed on Schedule I hereto (together with the Parent Guarantor, the “DE/NY Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE/NY Guarantors” and, collectively with the DE/NY Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3 (File No. 333-271553), initially filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Post-Effective Amendment No. 1 thereto, filed on September 11, 2023, Post-Effective Amendment No. 2 thereto, filed on September 23, 2024, Post-Effective Amendment No. 3 thereto, filed on February 4, 2025, Post-Effective Amendment No. 4 thereto, filed on March 24, 2025 and Post-Effective Amendment No. 5 thereto, filed on October 6, 2025 (the “Registration Statement”), with respect to the issuance of $800,000,000 in aggregate principal amount of the Company’s 4.625% Senior Notes due 2033 (the “2033 Debt Securities”) and the guarantees by the Guarantors thereof (the “2033 Guarantees”), $1,000,000,000 in aggregate principal amount of the Company’s 4.950% Senior Notes due 2035 (the “2035 Debt Securities”) and the guarantees by the Guarantors thereof (the “2035 Guarantees”) and $1,000,000,000 in aggregate principal amount of the Company’s 5.700% Senior Notes due 2056 (the “2056 Debt Securities”, and together with the 2033 Debt Securities and the 2035 Debt Securities, the “Debt Securities”) and the guarantees by the Guarantors thereof (the “2056 Guarantees” and, together with the 2033 Guarantees and the 2035 Guarantees, the “Guarantees”).  The Debt Securities and the Guarantees are being offered and sold in a public offering pursuant to an underwriting agreement dated October 6, 2025, by and among the Company, the Guarantors and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (the “Underwriting Agreement”).

 

The Debt Securities and the Guarantees have been issued pursuant to an indenture, dated as of September 15, 2022 (the “Base Indenture”), among the Company, the Parent Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Thirty-Fourth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fourth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, with respect to the 2033 Debt Securities and the 2033 Guarantees, as further supplemented by the Thirty-Fifth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fifth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, with respect to the 2035 Debt Securities and the 2035 Guarantees and as further supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Sixth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, with respect to the 2056 Debt Securities and the 2056 Guarantees (the Base Indenture, as supplemented by the Thirty-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, the “Indenture”).

 

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined the originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company, the Guarantors and their subsidiaries, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors, their subsidiaries and others, in each case, as we have deemed necessary or appropriate for the purposes of this opinion.  We examined, among other documents, the following:

(a) an executed copy of the Underwriting Agreement;

 

(b) an executed copy of the Base Indenture;

 

(c) an executed copy of the Thirty-Fourth Supplemental Indenture;

 

(d) an executed copy of the Thirty-Fifth Supplemental Indenture;

 

(e) an executed copy of the Thirty-Sixth Supplemental Indenture; and

 

(f) executed copies of the Debt Securities.

 

The documents referred to in items (a) through (f) above, inclusive, are collectively referred to as the “Documents.”

 

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, electronic or reproduction copies.  As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, the Guarantors and their subsidiaries and others.

 

To the extent it may be relevant to the opinion expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE/NY Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the Company and the DE/NY Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE/NY Guarantors); (iv) each of the Documents constitutes a valid and binding obligation of all the parties thereto (other than as expressly addressed in the opinion below as to the Company and the Guarantors), enforceable against such parties in accordance with their respective terms; (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto; (vi) the Debt Securities have been duly authenticated and delivered by the Trustee against payment therefor in accordance with the Documents; and (vii) the Debt Securities conform to the specimens thereof examined by us.

 

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Debt Securities constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and the Guarantees constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

The opinion set forth above is subject to the following qualifications:

 

 

 

 

 

 

 

 

 

 

 

 

 

The opinion expressed herein is limited to the laws of the State of New York and, to the extent relevant, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein.  The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.  This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed by the Company on the date hereof, which will be incorporated by reference in the Registration Statement and to the references to this firm under the caption “Legal Matters” in the prospectus supplements related to the Debt Securities and the Guarantees.  In giving this consent, we do not hereby admit that we are in the 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.

 

Schedule I

 

Subsidiary DE/NY Guarantors

 

Schedule II

 

Subsidiary Non-DE/NY Guarantors

 

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