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                                                                     EXHIBIT 8.2

                                                                  DRAFT 11/30/99


                   [Piper Marbury Rudnick & Wolfe Letterhead]



                                     [Date]

Omnipoint Corporation
3 Bethesda Metro Center, Suite 400
Bethesda, MD  20814

Sirs:

         We have acted as counsel to Omnipoint Corporation ("Omnipoint") in
connection with the transactions (the "Transactions") contemplated by the
Agreement and Plan of Reorganization (the "Omnipoint Merger Agreement"), dated
as of June 23, 1999, by and among Omnipoint, VoiceStream Wireless Corporation
("VoiceStream") and VoiceStream Wireless Holding Corporation ("Holdings").
Except where otherwise specified, all capitalized terms used herein, unless
otherwise specified, shall have the meanings ascribed to them in the Omnipoint
Merger Agreement.

         In rendering our opinions, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of such documents relating to the Transactions
as we have deemed necessary or appropriate as a basis for the opinions set forth
below, including the following (the "Transaction Documents"):

         (i)   the Omnipoint Merger Agreement;

         (ii)  the joint proxy statement/prospectus (the "Joint Proxy
Statement") pursuant to which shareholders of Omnipoint and VoiceStream will be
asked to approve the transactions contemplated by the Omnipoint Merger
Agreement;

         (iii) the Stock Subscription Agreement, dated June 23, 1999, by and
among Holdings, Hutchison Telecommunications Limited and Hutchison
Telecommunications PCS (USA) Limited; and

         (iv)  the Securities Purchase Agreement, dated as of June 23, 1999, by
and among Omnipoint, VoiceStream and Hutchison Telecommunications PCS (USA)
Limited.


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         We have also examined such documents relating to certain other
transactions to be undertaken by one or more of the parties to the Omnipoint
Merger Agreement as we have considered necessary or appropriate, including
(i) the Agreement and Plan of Reorganization, dated as of September 17, 1999,
among VoiceStream, Holdings, VoiceStream Subsidiary III Corporation, Aerial
Communications, Inc. ("Aerial") and Telephone and Data Systems, Inc. (the
"Aerial Merger Agreement"), and (ii) the Stock Subscription Agreement dated as
of September 17, 1999 (the "Sonera Stock Subscription Agreement"), between
Holdings and Sonera Ltd. ("Sonera").

         We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions contemplated by the
Transaction Documents and such other documents as we have examined will be
consummated in accordance with the terms of such documents and as described in
the Joint Proxy Statement.

         In addition, we have assumed that (i) as of the Effective Time, we will
have received certificates executed by officers of Omnipoint, VoiceStream and
Holdings, and by certain shareholders of Omnipoint and VoiceStream, as to
certain facts relating to, and knowledge and intentions of, Omnipoint,
VoiceStream, Holdings, and certain Omnipoint and VoiceStream shareholders, and
certain facts relating to the transactions contemplated by the Transaction
Documents, (ii) as of the effective time of the merger of VoiceStream Subsidiary
III Corporation into Aerial pursuant to the Aerial Merger Agreement, we will
have received certificates executed by officers and by certain shareholders of
Aerial, as to certain facts relating to, and knowledge and intentions of, Aerial
and certain Aerial shareholders, (iii) as of the closing of the transactions
contemplated by the Sonera Stock Subscription Agreement, we will have received a
certificate executed by Sonera, as to certain facts relating to, and the
knowledge and intentions of, Sonera and (iv) the Merger will be consummated
prior to or simultaneously with the Aerial Merger. Our opinions are expressly
conditioned on, among other things, the accuracy of such assumptions and of the
statements and representations contained in such certificates.

         Our opinions assume, among other things, the accuracy as of the date
hereof, and the accuracy as of the Effective Time, of such facts, information,
covenants, statements and representations, as well as the absence of any change
in the foregoing that are material to such opinions between the date hereof and
the Effective Time.

         In rendering our opinions, we have considered the applicable provisions
of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities


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as we have considered relevant. It should be noted that the Code, the
Regulations, judicial decisions, administrative interpretations and such other
authorities are subject to change at any time and, in some circumstances, with
retroactive effect. A material change in any of the authorities upon which our
opinions are based could affect our conclusions stated herein. In addition,
there can be no assurance that the Internal Revenue Service would not take a
position contrary to that which is stated in this opinion letter.

         Based upon and subject to the foregoing, we are of the opinion that

         (1) The receipt of Holdings common stock by holders of Omnipoint common
stock pursuant to the Omnipoint Merger will be treated as tax-free to the
holders under Section 351 of the Code.

         (2) No gain or loss will be recognized for federal income tax purposes
by Omnipoint in connection with the Omnipoint Merger.

         Except as set forth above, we express no opinion to any party as to any
consequences of the Omnipoint Merger or any transactions related thereto. We are
furnishing this opinion to you solely in connection with the transactions
contemplated by the Omnipoint Merger Agreement, and it is not to be used, relied
upon, circulated, quoted or otherwise referred to by any other person for any
other purpose without our prior written consent. This opinion is expressed as of
the date hereof, and we disclaim any undertaking to advise you of any subsequent
changes of the matters stated, represented or assumed herein or any subsequent
changes in applicable law.

         We hereby consent to the filing of this opinion as an exhibit to the
Joint Proxy Statement and to the reference therein to Piper Marbury Rudnick &
Wolfe LLP under the heading "Material United States Federal Income Tax
Consequences--Consequences of the Omnipoint Merger.

                                      Very truly yours,