EX-5.1 3 dzsi-ex51_8.htm EX-5.1 dzsi-ex51_8.htm

 

 

 

 

Exhibit 5.1

 

 

 

 

 

 

2001 ROSS AVENUE

DALLAS, TEXAS

75201-2980

 

TEL   +1 214.953.6500

FAX  +1 214.953.6503

BakerBotts.com

AUSTIN

BRUSSELS

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

SAN FRANCISCO

WASHINGTON

 

 

 

January 27, 2021

 

DZS Inc.

5700 Tennyson Parkway, Suite 400

Plano, Texas 75024
 

Ladies and Gentlemen:

We have acted as counsel to DZS Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale in an underwritten public offering (the “Offering”) of an aggregate of 4,600,000 shares (including up to 600,000 shares issuable upon exercise of the underwriters’ option to purchase additional shares) (the “Shares”) of its common stock, par value $0.001 per share, pursuant to that certain Underwriting Agreement dated January 26, 2021 (the “Underwriting Agreement”) by and between the Company, on the one hand, and Stifel, Nicolaus & Company, Incorporated and Needham & Company, LLC, on the other hand, as representatives of the several underwriters identified therein.  

We refer to the registration statement on Form S-3 (Registration Statement No. 333-230476) with respect to the Shares being sold by the Company in the Offering (the “Registration Statement”), which Registration Statement was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 22, 2019 and became effective on April 11, 2019.  The final prospectus supplement dated January 26, 2021 (the “Prospectus Supplement”), which together with the accompanying prospectus dated April 11, 2019 filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.

As the basis for the opinion hereinafter expressed, we examined the Restated Certificate of Incorporation of the Company, dated as of February 16, 2005, as amended to date, the Amended and Restated Bylaws of the Company, effective as of September 9, 2016, the Underwriting Agreement, the Delaware General Corporation Law, corporate records and documents related to the Company, certificates of the Company and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion.  In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies conform with the original copies of such documents.

 


- 2 -January 27, 2021

 

 

 

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Shares, when issued and delivered in the Offering on behalf of the Company against payment therefor as described in the Underwriting Agreement, will be duly authorized, validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the federal laws of the United States of America and the laws of the state of Delaware, each as in effect on the date hereof.

At your request, this opinion is being furnished to you for filing as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof.  We hereby consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.