EX-5.1 4 ex-5d1.htm EX-5.1 maxr_Ex_5.1

 

 

 

 

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Exhibit 5.1

May 8, 2019

 

Maxar Technologies Inc.

1300 W. 120th Avenue

Westminster, Colorado

80234

Re:Registration Statement on Form S-8 with respect to 8,737,719 shares of common stock, $0.0001 par value

Ladies and Gentlemen:

We have acted as special counsel to Maxar Technologies Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 3,737,719 shares of common stock, par value $0.0001 per share, pursuant to the Maxar Technologies Inc. 2019 Incentive Award Plan (the “2019 Plan”) and 5,000,000 shares of common stock, par value $0.0001, pursuant to the Maxar Technologies Inc. Employee Stock Purchase Plan (the “ESPP”, and together with the 2019 Plan, the “Plans”) (collectively, the “Shares”).  The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2019 (the “Registration Statement”).  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 Statement or related Prospectus, 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 General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

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

 


 

May 8, 2019

Page 2

 

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contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly 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 issue 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 Registration Statement 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 Registration Statement.  We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares.  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