EX-5 3 v01533exv5.txt EXHIBIT 5 EXHIBIT 5 August 27, 2004 Western Wireless Corporation 3650 131st Avenue SE, Suite 400 Bellevue, WA 98006 Ladies and Gentlemen: We have acted as counsel to Western Wireless Corporation (the "Company") in connection with the filing of the Company's prospectus supplement dated August 24, 2004 (the "Prospectus Supplement") to the prospectus dated August 13, 2004 (the "Prospectus"). The Prospectus was contained in the Company's registration statement on Form S-3 (Registration No. 333-117793) (the "Registration Statement") initially filed with the Securities and Exchange Commission on July 30, 2004, as subsequently amended, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate of $500,000,000 of the Company's debt securities, shares of preferred stock or shares of Class A common stock. The Company currently proposes to sell 8,000,000 shares (the "Takedown Shares") of the Company's Class A common stock, no par value per share, under the Registration Statement (the "Offering") to Goldman, Sachs & Co. pursuant to an underwriting agreement dated August 24, 2004 between the Company and Goldman, Sachs & Co. (the "Underwriting Agreement"). We have reviewed the corporate action of the Company in connection with the Offering and have examined such documents, corporate records, and other instruments as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the Takedown Shares, when issued, sold and delivered pursuant to the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable. The opinions expressed herein are limited solely to the laws of the State of Washington and United States federal laws. We express no opinion as to any matter other than expressly set forth above, and no other opinion is intended to be implied or inferred herefrom. The opinions expressed herein are opinions of legal matters and not factual matters. Our opinions are given as of the date hereof, and we undertake no obligation and hereby disclaim any obligation to advise of any change in law, facts or circumstances, occurring after the date hereof. We hereby consent to the use of this opinion as an exhibit to the Registration Statement, and to the reference to our firm in the Prospectus and the Prospectus Supplement under the heading "Legal Matters." In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Preston Gates & Ellis LLP Preston Gates & Ellis LLP