With the explosive growth in the demand for higher bandwidth, more new technologies are emerging. Frequencies 10 GHz will be fully occupied within few years by communication channel. The millimeter-wave (mm-wave) frequency band that ranges from 30 to 300 GHz is a new frontier for fifth generation (5G) mobile communication. The mm-wave frequencies suffer from very high attenuation in free space and through objects that limit the signal propagation range. In this paper, the downlink of 5G network architecture has been proposed in order to increase the data throughputs and coverage. The free space channel has been characterized by the Rayleigh fading channel. Orthogonal frequency-division multiple access (OFDMA) have been utilized in the downlink. The proposed network uses 16-quadrature amplitude modulation (QAM) which will ensure greater data throughputs above 5 Gbps. Also, using adaptive beam-forming antennas, the network is expected to provide increased coverage of about 2 km.