EXHIBIT 5.1

	2001 ROSS AVENUE DALLAS, TEXAS 75201-2980	AUSTIN BEIJING DALLAS
		DUBAI
	TEL +1	HONG KONG
	214.953.6500	HOUSTON
	FAX +1	LONDON
	214.953.6503	MOSCOW
	www.bakerbotts.com	NEW YORK
		RIYADH
		WASHINGTON

May ___, 2007

MetroPCS Wireless, Inc.
8144 Walnut Hill Lane, Suite 800
Dallas, Texas 75231

Ladies and Gentlemen:

     As set forth in the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by MetroPCS Wireless, Inc., a Delaware corporation (the “Company”), and the additional registrants listed on the facing page of the Registration Statement (the “Guarantors”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act of the offering and issuance of $1.0 billion aggregate principal amount of the Company’s 9¹/4% Senior Notes due 2014 (the “Exchange Notes”) guaranteed by the Guarantors (the “Guarantees”), to be offered by the Company and the Guarantors in exchange (the “Exchange Offer”) for a like principal amount of the Company’s issued and outstanding 9¹/4% Senior Notes due 2014 guaranteed by the Guarantors (the “Outstanding Notes”), certain legal matters in connection with the Exchange Notes and the related Guarantees are being passed upon for you by us. The Exchange Notes and the related Guarantees are to be issued under an existing Indenture dated as of November 3, 2006 among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of February 6, 2007 among the “Guaranteeing Subsidiaries” (as defined therein), the Company, the other Guarantors and the Trustee (as supplemented, the “Indenture”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

     In our capacity as your counsel in the connection referred to above and as a basis for the opinions hereinafter expressed, we have examined (i) the Registration Statement, (ii) the Indenture, (iii) the Company’s certificate of incorporation and bylaws, each as amended to date, (iv) as applicable, the certificate of incorporation or certificate of formation and the bylaws or limited liability company agreement of each of the Guarantors, each as amended to date, (v) originals, or copies certified or otherwise identified, of corporate or limited liability company records of the Company and the Guarantors, including minute books of the Company and the Guarantors, as furnished to us by the Company and the Guarantors, (vi) certificates of public officials and of representatives of the Company and the Guarantors, (vii) statutes and (viii) other instruments and documents. We have assumed that the signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic and all documents submitted to us as certified or photostatic copies conform to the originals thereof. We also have assumed that (i) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, (ii) the Registration Statement will have become effective under the Act and the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes will have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture

and issued in exchange for Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement.

     On the basis of the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

     1. The Exchange Notes, when issued, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally and (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

     2. Each Guarantee of a Guarantor, when issued, will constitute the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally and (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

     The opinions set forth above are limited in all respects to matters of the general contract law of the State of New York, the General Corporation Law of the State of Delaware, the Revised Limited Liability Company Act of the State of Delaware and applicable federal law, in each case as in effect on the date hereof. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. 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 Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 

WDH/KAJ