S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SIERRA WIRELESS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Canada
(State or Other Jurisdiction of
Incorporation or Organization) 98-0163236
(I.R.S. Employer
Identification No.)

13811 Wireless Way
Richmond, British Columbia, Canada, V6V 3A4
(Address of Principal Executive Offices, including Zip Code)

Sierra Wireless, Inc. Amended and Restated 1997 Stock Option Plan
(Full Title of the Plan)

DWT Corp.
24^th Floor, 1300 S.W. Fifth Avenue
Portland, Oregon 97204
(Name and Address of Agent for Service)

(503) 241-2300
(Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Michael C. Phillips, Esq.
Davis Wright Tremaine LLP
24^th Floor, 1300 S.W. Fifth Avenue,
Portland, Oregon 97204

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be		Offering Price Per		Aggregate Offering		Amount of
to be Registered	Registered(1)		Unit(2)		Price(2)		Registration Fee
Common Shares		1,733,178		$16.18		$28,042,820.04		$860.91

(1) Issuable upon the exercise of options available for grant under the Sierra Wireless, Inc. Amended and Restated 1997 Stock Option Plan (the “Option Plan”). This Registration Statement shall cover any additional securities which become issuable under the Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of common shares of the Registrant.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The price per share and aggregate offering price were determined based on (i) $16.07, the weighted average exercise price of the shares subject to outstanding stock option grants under the Option Plan, and (ii) for the remaining shares, because the price of such shares is not currently determinable, $16.29, the average of the high and low prices of the Registrant’s common shares on the NASDAQ Global Market on November 30, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

     *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     We are subject to the informational and reporting requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith must file reports with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:

(a)	The Registrant’s Annual Report on Form 40-F (Commission File No. 000-30718) filed with the Commission on March 29, 2007 under the Exchange Act;
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(c)	The description of common shares of the Registrant contained in the Registrant’s Annual Report on Form 40-F (Commission File No. 000-30718) filed with the Commission on March 29, 2007 under the Exchange Act, including amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interest of Named Experts and Counsel.

     Not applicable.

Item 6.     Indemnification of Directors and Officers.

     Subject to the Canada Business Corporations Act, the Registrant is required under its by-laws to indemnify its current and former directors and officers, and the current and former directors and officers of its subsidiaries, against all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment, reasonably incurred by the individual in a civil, criminal, administrative, investigative or other proceeding to which he or she is involved because of that association with the Registrant or the subsidiary. Indemnification of a current or former director or officer under its by-laws and the Canada Business Corporations Act is possible only if it is shown that the director or officer acted honestly and in good faith with a view to the best interests of the Registrant or the subsidiary for which the individual acted as a director or officer, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. The by-laws and the Canada Business Corporations Act allow the Registrant to advance money to a director or officer for the costs, charges and expenses referred to above.

     In addition, the Registrant has entered into indemnification agreements with its current and former directors for the indemnification of, and advancement of expenses to, such individuals for any liability and all costs, charges and expenses reasonably incurred in the execution of their duties as a director, a member of a committee to which they are appointed by the directors or any office to which they are appointed by the directors. These indemnification agreements do not cover any claims made against a director when he or she is found to have not acted honestly and in good faith with a view to the best interests of the Registrant, and in the case of a criminal or administrative action or proceedings that is enforced by a monetary penalty, where the director had no reasonable grounds to believe that his or her conduct was lawful. The Registrant also intends to enter into similar indemnification agreements with its future directors.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     The following Exhibits are filed as a part of this Registration Statement:

Exhibit
Number	Description
4.1	Sierra Wireless, Inc. Amended and Restated 1997 Stock Option Plan
5.1	Opinion of Blake, Cassels & Graydon LLP as to the legality of securities being registered through this Registration Statement
23.1	Consent of Blake, Cassels & Graydon LLP (contained in the opinion set forth as Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on signature page of this Registration Statement)

Item 9.     Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2)	That, for the purpose of determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering;

(b)

The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, British Columbia, on the 6th day of December, 2007.

SIERRA WIRELESS, INC.
By:	/s/ Jason W. Cohenour
	Jason W. Cohenour
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Jason W. Cohenour and David G. McLennan, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, amendments to this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jason W. Cohenour Jason W. Cohenour	President and Chief Executive Officer, and Director (principal executive officer)	December 6, 2007
/s/ David G. McLennan David G. McLennan	Chief Financial Officer (principal financial officer)	December 6, 2007
/s/ Gregory D. Aasen Gregory D. Aasen	Director	December 6, 2007
/s/ S. Jane Rowe S. Jane Rowe	Director	December 6, 2007
/s/ Paul G. Cataford Paul G. Cataford	Director	December 6, 2007
/s/ Peter Ciceri Peter Ciceri	Director	December 6, 2007
/s/ David B. Sutcliffe David B. Sutcliffe	Director	December 6, 2007

Signature	Title	Date
/s/ Charles E. Levine Charles E. Levine	Director	December 6, 2007
/s/ Kent Thexton Kent Thexton	Director	December 6, 2007

     Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement solely in the capacity of the duly authorized representative of Sierra Wireless, Inc. in the United States, in the City of Portland, State of Oregon, on this 6th day of December, 2007.

By:	/s/ Michael C. Phillips
	Michael C. Phillips, Esq.
	DAVIS WRIGHT TREMAINE LLP

INDEX TO EXHIBITS

Exhibit
Number	Description
4.1	Sierra Wireless, Inc. Amended and Restated 1997 Stock Option Plan
5.1	Opinion of Blake Cassels & Graydon LLP as to the legality of securities being registered through this Registration Statement
23.1	Consent of Blake Cassels & Graydon LLP (contained in opinion filed as Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on signature page of this Registration Statement)

EX-4.1

Exhibit 4.1

SIERRA WIRELESS, INC.

AMENDED AND RESTATED 1997 STOCK OPTION PLAN

     History. The 1997 Stock Option Plan approved by the Board on February 14, 1997, was amended by Amendment No. 1 effective as of February 19, 1998, by Amendment No. 2 effective November 11, 1998, by Amendment No. 3 effective May 17, 1999, by Amended No. 4 effective May 5, 2000, by Amendment No. 5 effective April 20, 2001 and by Amendment No. 6 effective April 18, 2002 (collectively, the “Original Plan”). The Board, by its signature hereto, amends and restates the Original Plan, with effect as of April 25, 2005.

     Purpose. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company or any subsidiary of the Company, by offering them an opportunity to participate in the Company’s future performance through awards of Options.

ARTICLE I
INTERPRETATION

1.1 Definitions.     As used in this Plan, the following words and terms will have the following meanings:

(a)	“Board” means the board of directors of the Company;
(b)	“Committee” means the committee appointed by the Board to administer this Plan, or if no committee is appointed, the Board;
(c)	“Company” means Sierra Wireless, Inc. or any successor corporation;
(d)	“Disability” means the mental or physical state of an individual such that:

(i)	the Board, other than such individual, determine that such individual has been unable, due to illness, disease, mental or physical disability or similar cause, to fulfil his or her obligations as an employee, independent contractor, consultant or director of the Company either for any consecutive 6 month period or for any period of 8 months (whether or not consecutive) in any consecutive 12 month period;
(ii)	a court of competent jurisdiction has declared such individual to be mentally incompetent or incapable of managing his or her affairs; or
(iii)	in connection with a Participant holding an incentive stock option (intended to qualify under section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”)), a condition in which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than 12 months.

(e)	“Effective Date” means April 25, 2005;
(f)	“Eligible Person” means any person who is:

(i)	a full-time employee or independent contractor of the Company, or a part-time employee or independent contractor of the Company working not less than 20 hours per week; or
(ii)	a consultant to the Company in respect of whom the Company is permitted to grant Options; or
(iii)	an Outside Director of the Company;

(g)	“Exercise Price” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option;
(h)	“First Vesting Date” means the first anniversary of the Start Vesting Date;
(i)	“Option” means an award of an option to purchase Shares hereunder. To the extent so designated in the Stock Option Certificate, an Option may be an incentive stock option, intended to qualify under section 422 of the Code. Only Participants who are actual employees of the Company (or a parent or subsidiary corporation, as defined in section 424 of the Code), as opposed to independent contractors or consultants, may receive incentive stock options;
(j)	“Outside Director” means every director of the Company who is not a full-time employee or independent contractor of the Company or a part-time employee or independent contractor of the Company working not less than 20 hours per week;
(k)	“Participant” means every Eligible Person who is approved for participation in the Plan by the Committee;
(l)	“Plan” means this Amended and Restated 1997 Stock Option Plan, as further amended from time to time;
(m)	“Shares” means the Common Shares (of any series, if applicable) in the capital of the Company and include any shares of the Company into which such shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed;
(n)	“Start Vesting Date” means that date, determined by the Board when, in respect to a particular grant of an Option under the Plan, vesting commences; and
(o)	“Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide continuous services as an employee, independent contractor, director or consultant to the Company. An employee will not be deemed to have ceased to provide services in the case of:

(i) sick leave; or

(ii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than 90 days unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing.

The Committee will have sole discretion to determine whether a Participant has ceased to provide continuous services and the effective date on which the Participant ceased to provide services (the “Termination Date”). The foregoing notwithstanding, for Participants who possess incentive stock options, employment shall not be deemed to continue beyond the first 90 days of such leave, unless the Participant’s reemployment rights are guaranteed by statute or by contract.

ARTICLE II
THE PLAN/GRANT OF OPTIONS

2.1 Number of Shares Available.     Subject to section 2.2 and Article 5, the total number of Shares reserved and available for grant and issuance pursuant to this Plan, as at the Effective Date, shall be a rolling number equal to 10% of the total issued and outstanding Shares from time to time, provided that no more than 1,600,000 Shares will be added to the number of common shares currently available for issue under the Plan without the Company first obtaining shareholder approval. Subject to section 2.2 and Article 5, any unissued Shares in respect of which Options are granted but that are subject to issuance upon exercise of an Option but cease to be issuable under such Option for any reason (other than exercise of such Option), including without limitation, expiry of the Option or surrender of the Option pursuant to an option exchange program, will again be available for grant and issuance in connection with future Options granted under this Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Options granted under this Plan. Notwithstanding the foregoing: (i) the number of Shares reserved for issuance to any one person pursuant to Options granted under the Plan shall not exceed 5% of the issued and outstanding Shares; (ii) the number of Shares which may be reserved for issuance pursuant to the Plan (together with those Shares which may be issued pursuant to any other share compensation arrangement of the Company) to all insiders of the Company shall not exceed 10% of the Shares outstanding on a non-diluted basis from time to time; (iii) the number of Shares which may be issued pursuant to the Plan (together with those Shares which may be issued pursuant to any other share compensation arrangement of the Company) to all insiders of the Company, within a one-year period, shall not exceed 10% of the Shares outstanding on a non-diluted basis from time to time; and (iv) the number of Shares which may be issued pursuant to the Plan (together with those Shares which may be issued pursuant to any other share compensation arrangement of the Company) to any one insider of the Company and such insiders’ associates, within a one-year period, shall not exceed 5% of the Shares outstanding on a non-diluted basis from time to time.

2.2 Adjustment of Shares.     In the event that the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, consolidation, combination, reclassification or similar change in the capital structure of the Company without consideration, then:

(a)	the number of Shares reserved for issuance under the Plan; and
(b)	the number of Shares subject to outstanding Options; and
(c)	the Exercise Prices of outstanding Options;

will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be: (i) paid in cash at the closing market price of the Shares on The Toronto Stock Exchange on the date of such aforementioned event; or (ii) rounded down to the nearest whole Share, as determined by the Committee.

2.3 Options.     The Committee may grant Options to Eligible Persons and will determine the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:

(a)	Form of Option Grant. Each Option granted under this Plan will be evidenced by a stock option agreement or stock option certificate (whether a stock option agreement or stock option certificate, called the “Stock Option Certificate”) which will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan;
(b)	Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified by the Committee. The Stock Option Certificate and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option;
(c)	Exercise Period. Options may be exercisable, up to the Expiration Date specified in the Stock Option Certificate, while the Participant is in continuous service and has not ceased to provide services to the Company and in accordance with the following vesting schedule (unless an alternate vesting schedule is determined by the Committee, acting in its sole discretion, with respect to any Participant and so noted in the Stock Option Certificate for such Participant or unless the vesting schedule is accelerated in accordance with the provisions of this Plan or such Participant’s employment agreement):

(i)

subject to paragraph (ii), this Option shall not vest nor be exercisable with respect to any Shares until the First Vesting Date, on which date the Option will become vested and exercisable with respect to 12/48ths of the Shares and thereafter at the end of each full succeeding consecutive month after the First Vesting Date, the Option will become vested and exercisable as to an additional 1/48th of the Shares; and

(ii)

in the case of any employee on sick leave or any other approved leave of absence which is not a Termination hereunder, the Committee may make such provisions respecting suspension of vesting of the Option during the period of sick leave or leave of absence as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Certificate.

If the application of vesting causes the Option to become exercisable with respect to a fractional Share, such Share shall be rounded down to the nearest whole Share. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. The option shall expire on the Expiration Date set forth in

	the Stock Option Certificate and must be exercised, if at all, on or before the Expiration Date. In no event shall the Expiration Date be more than 10 years after the date of grant;
(d)	Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and shall not be less than the closing market price of the Shares on The Toronto Stock Exchange on the date prior to the date of grant of the Option;
(e)	Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant), stating the Participant’s election to exercise the Option, the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price, and any applicable taxes, for the number of Shares being purchased. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise the Option. The Option may not be exercised unless such exercise is in compliance with all applicable securities laws, as they are in effect on the date of exercise.
(f)	Termination. Subject to earlier termination pursuant to Article 5 and notwithstanding the exercise periods set forth in the Stock Option Certificate, exercise of an Option will always be subject to the following:

(i)

if the Participant is Terminated for any reason other than the Participant’s death or Disability, then the Participant may exercise such Participant’s Options, (but only to the extent that such Options would have been vested and exercisable upon the Termination Date), no later than three months after the Termination Date (but in any event, no later than the Expiration Date) or such other period as may be specified in the Stock Option Certificate; and

(ii)

if the Participant is Terminated because of the Participant’s death or Disability, then such Participant’s Options may be exercised, (but only to the extent that such Options would have been vested and exercisable by Participant on the Termination Date) by Participant (or Participant’s legal representative or authorized assignee), no later than 12 months after the Termination Date (but in any event no later than the Expiration Date) or such other period as may be specified in the Stock Option Certificate;

(g)	Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable;
(h)	Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor,

	provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted; and
(i)	Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of the Participant or Participant’s legal representative and shall deliver certificates representing the Shares with the appropriate legends affixed thereto.

ARTICLE III
ADMINISTRATION

3.1 Committee Authority.     This Plan will be administered by the Committee or the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan including, without limitation, the authority to:

(a)	construe and interpret this Plan, any Stock Option Certificate and any other agreement or document executed pursuant to this Plan;
(b)	prescribe, amend and rescind rules and regulations relating to this Plan;
(c)	select Eligible Persons to receive Options;
(d)	determine the form and terms of Options and Stock Option Certificates, not inconsistent with the terms of the Plan;
(e)	determine the Exercise Price of an Option;
(f)	determine the number of Shares to be covered by each Option;
(g)	determine whether Options will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, any other incentive or compensation plan of the Company;
(h)	grant waivers of Plan or Option conditions;
(i)	amend or modify each Option;
(j)	determine the vesting and exercisability of Options;
(k)	correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Option, any Stock Option Certificate or any Exercise Agreement;
(l)	determine whether an Option has been earned; and
(m)	make all other determinations necessary or advisable for the administration of this Plan.

3.2 Committee Discretion.     Any determination made by the Committee with respect to any Option will be made in its sole discretion at the time of grant of the Option or, unless in contravention of any express

term of this Plan or Option, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Option under this Plan.

ARTICLE IV
PRIVILEGES OF OWNERSHIP

4.1 Voting and Dividends.     No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued as evidenced by the appropriate entry on securities register of the Company. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

4.2 Non-Transferability of Options.     Options granted under this Plan, and any interest therein, may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the applicable laws of descent; provided however that with respect to any Option which is not an incentive stock option intended to qualify under section 422 of the Code, a Participant may transfer such Option to: (a) a trust created by the Participant for the benefit of his or her lawful spouse, child, or children; (b) such Participant’s lawful spouse, child or children; or (c) a corporation, all of the shares of which are owned by the Participant. Upon any such permitted transfer, none of the aforesaid transferees shall become a Participant under this Plan and the transferring Participant shall remain the Participant for the purposes of the interpretation of the terms and conditions of this Plan, as applicable. Options under this Plan shall not be subject to execution, attachment or similar process. The terms of the Option shall be binding upon the executors, administrators and heirs of the Participant.

ARTICLE V
CORPORATE TRANSACTIONS

5.1 Assumption or Replacement of Options by Successor.     If the event of:

(a)	a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, or other transaction in which there is no substantial change in the shareholders of the Company or their relative shareholdings and the Options granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants);
(b)	a merger in which the Company is the surviving corporation but after which shareholders of the Company immediately prior to such merger (other than any shareholder which merges, or which owns or controls another corporation which merges, with the Company in such merger) cease to own their shares or other equity interests in the Company; or
(c)	the sale of substantially all of the assets of the Company,

any or all outstanding Options may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants or, in the alternative, the successor corporation may substitute equivalent Options or provide substantially similar consideration to Participants as was provided to shareholders (after taking into account the existing provisions of the Options). The successor corporation may also issue, in place of outstanding Shares of

the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions and other provisions no less favourable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this section 5.1, which substitution, provision or other consideration or issuance shall be binding on all Participants. In the event such successor corporation (if any) refuses to assume or substitute Options, as provided above, pursuant to a transaction described in this section 5.1, then notwithstanding any other provision in this Plan to the contrary, such Options will expire on such transaction at such time and on such conditions as the Committee will determine (including, without limitation, the Committee may, in the exercise of its sole discretion in such instances, give each Participant the right to exercise his or her Option as to all or a part of the Shares thereof, including Shares as to which the Option would not otherwise be exercisable).

5.2 Dissolution or Liquidation.     In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Committee may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Committee and give each Participant the right to exercise his or her Option as to all or any part of the Shares thereof, including Shares as to which the Option would not otherwise be exercisable.

5.3 Assumption of Options by the Company.     The Company, from time to time, also may substitute or assume outstanding options granted by another company, whether in connection with an acquisition of such other company or otherwise, by either:

(a)	granting an Option under this Plan in substitution of such other company’s option; or
(b)	assuming such option as if it had been granted under this Plan if the terms of such assumed option could be applied to an Option granted under this Plan.

Such substitution or assumption will be permissible if the holder of the substituted or assumed option would have been eligible to be granted an Option under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an option granted by another company, the terms and conditions of such option will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

ARTICLE VI
GENERAL

6.1 No Obligation to Employ.     Nothing in this Plan or any Option granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or limit in any way the right of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

6.2 Term of Plan.     Unless earlier terminated as provided herein, this Plan will terminate 10 years from the Effective Date or, if earlier, the date of shareholder approval.

6.3 Governing Law.     This Plan and all Options granted under this Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

6.4 Termination of Plan.     The Board may at any time terminate or amend this Plan in any respect, including without limitation, amend any form of Stock Option Certificate or instrument to be executed pursuant to this Plan; provided however, that the Board will not, without the approval of the shareholders of the Company, amend this Plan in any manner that requires shareholder approval.

6.5 Notices.     Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to participant at the address indicated in the Stock Option Certificate or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by confirmed facsimile, rapidfax or telecopier.

6.6 Successors and Assigns.     The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.

6.7 Nonexclusivity of the Plan.     Neither the adoption of this Plan by the Board nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

*     *     *     *

APPROVED BY THE BOARD

“David B. Sutcliffe”

DAVID B. SUTCLIFFE
President and Chief Executive Officer
 

EX-5.1

Exhibit 5.1

 

December 5, 2007

Sierra Wireless, Inc.
13811 Wireless Way
Richmond, BC V6V 3A4

Attention:  Chief Financial Officer

Re:  Amended and Restated 1997 Stock Option Plan

     We have acted as Canadian counsel to Sierra Wireless, Inc. (the “Company”) in connection with the Form S-8 Registration Statement (the “Registration Statement”) of the Company’s Amended and Restated 1997 Stock Option Plan, as amended (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.

     All capitalized words and terms used but not defined in this opinion shall have the respective meanings given in the Registration Statement.

Documents Examined

     We have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we have considered necessary or relevant for purpose of the opinions hereinafter expressed including:

(a)	the Articles of Incorporation and by-laws of the Company;
(b)	minutes of the meeting of the directors of the Company dated October 26, 2007; and
(c)	a certificate of compliance in respect of the Company, dated December 4, 2007, issued by Industry Canada pursuant to the Canada Business Corporations Act.

Assumptions

            In making our examination, we have assumed:

(a)	the capacity of individuals;
(b)	the genuineness of all signatures other than those of the Company;

Blake, Cassels & Graydon LLP is a limited liability partnership under the laws of Ontario

Page 2

(c)	the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as photocopies, certified copies or facsimiles thereof; and
(d)	that statements made by government officials in certificates provided by them are true and correct as at the time they were made and continue to be true and correct from such time to the time of delivery of this opinion.

Opinions

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

1.	The Company has been duly incorporated and is validly existing and in good standing with respect to the filing of annual reports with the Director, Industry Canada.
2.	The Plan has been duly authorized by the Company.
3.	Upon the due and proper exercise of options granted under the Plan and receipt by the Company of the aggregate exercise price therefor in accordance with the terms of the Plan and the applicable option certificate, the common shares of the Company in respect of which the option is exercised will be validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.

     The opinions expressed herein relate only to the Province of British Columbia and the federal laws of Canada applicable therein in effect on the date hereof.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.

Yours very truly,

“Blake, Cassels & Graydon LLP”

Blake, Cassels & Graydon LLP is a limited liability partnership under the laws of Ontario

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Sierra Wireless, Inc.

We consent to the use of our report dated January 31, 2007, except as to Notes 15(d)(i) and 19, which are dated as of March 6, 2007 with respect to the consolidated balance sheets of Sierra Wireless, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006, incorporated by reference herein.

Chartered Accountants

Vancouver, Canada
December 6, 2007

KPMG LLP, a Canadian limited liability partnership is the Canadian
member firm of KPMG International, a Swiss cooperative.