This paper presents a complete 5G phased-array base-station, which consists of 2×32 element phased-arrays, each with vertical and horizontal polarization (V&H) for 5G polarization MIMO operation. The array is based on high performance 24-30 GHz 2×2 beamformer chips and a 22-44 GHz wideband up/down-conversion transceiver chips, which are placed on the same PCB with all the other supporting circuitry. An EIRP of 44-46 dBm is measured at 25-30 GHz, with -35 to -40 dBc LO leakage, <; -30 dBc cross-polarization levels, and 40-100 dBc single-sideband rejection. The array scans to ±50° in the azimuth plane and ±40° in the elevation plane for both polarizations. Single- and dual-beam complex modulation measurements demonstrate that the 2×32 element V&H array can support multi-standard and multi-gigabit-per-second 5G communication links with polarization MIMO. All measurements are done without any calibration, greatly reducing the overall system cost. To the author's knowledge, this work achieves state-of-art performance in terms of EIRP, LO rejection, SSB rejection, and power consumption.