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                                                                     EXHIBIT 8.1

                                                                           Draft

                                                                        11/30/99

                   [Letterhead of Jones, Day, Reavis & Pogue]

December __, 1999

VoiceStream Wireless Corporation
3650 131st Avenue, SE
Suite 400 Bellevue, WA 98006

Ladies and Gentlemen:

               We have acted as tax counsel for VoiceStream Wireless
Corporation, a Washington corporation ("VoiceStream"), in connection with the
proposed merger (the "Merger") of VoiceStream Subsidiary I, a Washington
corporation ("Merger Sub"), all of whose outstanding stock is owned by
VoiceStream Wireless Holding Corporation, a Delaware corporation ("VoiceStream
Holding"), with and into VoiceStream pursuant to an Agreement and Plan of
Reorganization, dated as of June 23, 1999 (the "Omnipoint Merger Agreement"), by
and among VoiceStream, VoiceStream Holding, and Omnipoint Corporation, a
Delaware corporation ("Omnipoint"), or pursuant to an Agreement and Plan of
Reorganization dated as of September 17, 1999 (the "Aerial Merger Agreement"),
among VoiceStream, VoiceStream Holding, VoiceStream Subsidiary III Corporation,
a Delaware corporation, Aerial Communications, Inc., a Delaware Corporation
("Aerial"), and Telephone and Data Systems, Inc., a Delaware corporation, and as
described in the registration statement on Form S-4 (the "Registration
Statement") which includes the Proxy Statement/Prospectus of VoiceStream,
Omnipoint, and Aerial, as filed with the Securities and Exchange Commission (the
"SEC") on December __, 1999. In the Merger, each share of VoiceStream common
stock outstanding will be converted into one share of common stock of
VoiceStream Holdings.

               In that connection, you have requested our opinion concerning
certain federal income tax consequences of the Merger. For purposes of our
opinion, we have reviewed the Omnipoint Merger Agreement, the Aerial Merger
Agreement, the Registration Statement, and such other documents and corporate
records, and have considered such matters of law, as we have deemed necessary or
appropriate. In addition, we have assumed that (i) the Merger will be
consummated in the manner contemplated by the Registration Statement and in
accordance with the provisions of the Omnipoint Merger Agreement or the Aerial
Merger Agreement, (ii) the statements concerning the Merger and the
representations set forth in the Omnipoint Merger Agreement, the Aerial Merger
Agreement, and the Registration Statement are presently true, correct and
complete and will continue to be true, correct, and complete at all times up to
and including the closing date of the Merger




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VoiceStream Wireless Corporation
December __, 1999
Page 2

provided for in the Omnipoint Merger Agreement and the Aerial Merger Agreement
(the "Closing Date"), (iii) the representations made by VoiceStream and
VoiceStream Holding in their respective letters (the "Representation Letters")
to us dated the date hereof are presently true, correct, and complete and will
continue to be true, correct, and complete at all times up to and including the
Closing Date, and (iv) any representations in the Representation Letters or made
in the Omnipoint Merger Agreement or the Aerial Merger Agreement "to the best
knowledge of" or similarly qualified are presently true, correct, and complete
and will continue to be true, correct, and complete at all times up to and
including the Closing Date, in each case without such qualification. If any of
the foregoing assumptions is untrue for any reason or if the Merger is
consummated in a manner that is inconsistent with the manner in which it is
presently described in the Omnipoint Merger Agreement, the Aerial Merger
Agreement, or the Registration Statement, our opinion as expressed below may be
adversely affected and may not be relied upon.

               Our opinion is based on the current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), current regulations and proposed
regulations thereunder, current published administrative rulings and procedures
of the Internal Revenue Service, and judicial decisions published to date, all
of which are subject to change at any time. You should note that future
legislative, judicial, or administrative actions, decisions, or interpretations,
which may be retroactive in effect, could materially affect our opinion.

               Our opinion does not address tax consequences that may apply to
taxpayers that are subject to special treatment under the federal income tax
laws (for example to taxpayers that are banks, financial institutions,
broker-dealers, insurance companies, foreign persons, tax-exempt entities, or
taxpayers that acquired their VoiceStream comon stock by exercising employee
stock options or otherwise as compensation or through a tax-qualified retirement
plan).

               Based upon the foregoing, it is our opinion that:

               1.     the Merger will be treated for federal income tax purposes
                      as a "reorganization" within the meaning of section 368(a)
                      of the Code;

               2.     each of VoiceStream, VoiceStream Holding, and in the case
                      of a reorganization described in section 368(a)(2)(E) of
                      the Code, Merger Sub, will be treated for federal income
                      tax purposes as a party to the reorganization within the
                      meaning of section 368(b) of the Code; and

               3.     holders of VoiceStream common stock who exchange such
                      common stock for VoiceStream Holdings common stock in the
                      Merger will not recognize gain or loss for United States
                      federal income tax purposes.

               We express no opinion on any issue relating to the federal income
tax consequences of the Merger other than those set forth above. An opinion of
counsel is not binding on the Internal

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VoiceStream Wireless Corporation
December __, 1999
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Revenue Service or the courts, and there can be no assurance that the Internal
Revenue Service or a court would not take a contrary position with respect to
the conclusions set forth above.

               We are furnishing this opinion in connection with the filing of
the Registration Statement with the SEC, and this opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.

               We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to our firm name therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the SEC promulgated thereunder.




                                                   Very truly yours,