EX-5.1 2 v342052_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

 

Global Eagle Entertainment Inc.

4353 Park Terrace Drive
Westlake Village, California 91361

 

April 25, 2013

 

Global Eagle Entertainment Inc.

4353 Park Terrace Drive
Westlake Village, California 91361

 

Ladies and Gentlemen:

 

I am the Vice President, General Counsel and Secretary to Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and as such I have acted as counsel to the Company in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of 15,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Company Shares”).

 

I have examined the Registration Statement and a form of the share certificate, which has been filed with the Commission as an exhibit to the Registration Statement. I also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

 

In rendering the opinion set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

 

1.When both (a) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Common Stock and related matters and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, then the shares of Common Stock offered by the Registration Statement will be validly issued, fully paid and nonassessable.

 

I do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

 


 
 

 

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

 

Very truly yours,

/s/ Michael Pigott

Michael Pigott, Esq.