EX-5.1 2 d575969dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

   140 Scott Drive      
   Menlo Park, California 94025   
   Tel: +1.650.328.4600 Fax: +1.650.463.2600   
   www.lw.com      
LOGO    FIRM / AFFILIATE OFFICES   
   Abu Dhabi    Milan   
   Barcelona    Moscow   
   Beijing    Munich   
   Boston    New Jersey   
   Brussels    New York   
   Chicago    Orange County   
   Doha    Paris   
July 25, 2013    Dubai    Riyadh   
   Düsseldorf    Rome   
   Frankfurt    San Diego   
   Hamburg    San Francisco   
   Hong Kong    Shanghai   
   Houston    Silicon Valley   
Tessera Technologies, Inc.    London    Singapore   
3025 Orchard Parkway    Los Angeles    Tokyo   
San Jose, California 95134    Madrid    Washington, D.C.   

 

  Re: Registration Statement on Form S-8
       400,000 shares of common stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to Tessera Technologies, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 400,000 shares of common stock, par value $0.001 per share (the “Shares”), pursuant to the Tessera Technologies, Inc. Employee Stock Purchase Plan (the “Plan”). 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 July 25, 2013 (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, 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 only as to the 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, or certificates representing the Shares (in the form of the specimen certificate filed as an exhibit to the Company’s most recent Annual Report on Form 10-K) have been manually signed by an authorized officer of the transfer agent and registrar therefor, and when the Shares have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, 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


July 25, 2013

Page 2

 

LOGO

 

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. 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