EX-5.1 8 ex-5d1.htm EX-5.1 maxr_Ex5_1

Exhibit 5.1

 

 

Picture 3

140 Scott Drive

Menlo Park, California  94025

Tel: +1.650.328.4600  Fax: +1.650.463.2600

www.lw.com

 

 

 

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Washington, D.C.

 

January 2, 2019

 

 

Maxar Technologies Inc.

1300 W. 120th Avenue

Westminster, Colorado 80234

Re:  Maxar Technologies Inc. Post-Effective Amendment No. 1

to Registration Statements on Form S-8

 

Ladies and Gentlemen:

We have acted as special counsel to Maxar Technologies Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of Post-Effective Amendment No. 1 (the “Amendment”) to three registration statements on Form S-8 (Registration Nos. 333-219296; 333-220853; and 333-224934) previously filed by Maxar Technologies Ltd., a corporation existing under the laws of the Province of British Columbia and the Company’s predecessor (“Maxar Canada”), with respect to the adoption of such registration statements by the Company pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Act”).  Such registration statements on Form S-8, as amended by the Amendment, are referred to herein as the “Registration Statements.”  In connection with such representation, the Company has advised us that shares (“Shares”) of common stock, par value $0.0001 per share of the Company (“Common Stock”), may be issuable or become issuable pursuant to grants or awards under the employee plans (the “Plans”) set forth on Exhibit A hereto.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statements, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

 


 

 

January 2, 2019

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Amendment and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Amendment. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

 

 

 

 

/s/ Latham & Watkins LLP

 


 

 

January 2, 2019

Page 3

 

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Exhibit A

 

Plans

 

MacDonald, Dettwiler and Associates Ltd. Directors’ Deferred Share Unit Plan

MDA Employee Share Purchase Plan

MacDonald, Dettwiler and Associates Ltd. 2014 Long Term Incentive Plan

MacDonald, Dettwiler and Associates Ltd. 2015 Long Term Incentive Plan

MacDonald, Dettwiler and Associates Ltd. 2016 Long Term Incentive Plan

Maxar Technologies Ltd. Employee Stock Option Plan

Maxar Technologies Ltd. Omnibus Equity Incentive Plan

MacDonald, Dettwiler and Associates Ltd. 2017 Long Term Incentive Plan