ex5-1.htm

We represent Giga-tronics Incorporated, a California corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,171,502 shares of the Company’s common stock, no par value (“Common Stock”), including 2,787,872 shares of Common Stock currently held by persons identified in the Registration Statement as the Selling Shareholders (the “Outstanding Shares”) and 2,383,631 shares of Common Stock that the Selling Shareholders have the right to acquire upon the exercise of outstanding warrants to purchase Common Stock (the “Warrants”), and (ii) the preferred stock purchase rights attached to each share of Common Stock (the “Rights”). The Common Stock issuable upon the exercise of the Warrants is referred to herein as the “Warrant Shares.”

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

(a) the Registration Statement and the exhibits thereto, including but not limited to the Articles of Incorporation of the Company, as currently in effect (the “Articles”), Securities Purchase Agreement dated as of January 19, 2016, among the Company and the Selling Shareholders (the “SPA”), the Amended and Restated By-laws of the Company, as amended to date (the “By-laws”), the Investor Rights Agreements between the Company and Selling Shareholders dated January 29, 2016, (the “Investor Rights Agreements”), and the Warrants;

(b) the resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to the Registration Statement; and

(c) the Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC dated January 23, 2013; Amendment No. 1 to Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC dated June 27, 2013; and Amendment No. 2 to Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC dated February 16, 2015, (as so amended, the “Rights Agreement”), under which the Rights are granted.

We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and others, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:

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Giga-tronics Incorporated

March 14, 2016

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2. The Warrant Shares will be validly issued, fully paid and nonassessable when each such Warrant Share shall have been duly issued out of the Company’s duly authorized Common Stock and delivered to the person entitled thereto against payment of the exercise price therefor in accordance with the Warrant relating to such Warrant Share.

(i) the enforceability of the Company’s obligations with respect to the Rights may be subject to the effect of bankruptcy and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing;

(ii) this opinion does not address the determination a court of competent jurisdiction may make regarding whether the board of directors of the Company would be required to redeem or terminate, or take other action with respect to, the Rights at some future time based on the facts and circumstances existing at that time;

(iii) we have assumed that the Company’s board members have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the rights agreement and amendments thereto; and

(iv) the opinion addresses the Rights and the Rights Agreement (as amended) in their entirety, and it is not settled whether the invalidity of any particular provision of a rights plan or of rights issued thereunder would result in invalidating such rights in their entirety.

For the purposes of this opinion letter, we have assumed that at the time of issuance of each Warrant Share, the Articles, the By-laws, the Investor Rights Agreement, the Resolutions and the applicable Warrant will not have been modified or amended and will be in full force and effect.

This opinion letter is limited to the General Corporation Law of the State of California, including all applicable statutory provisions and reported judicial decisions interpreting these laws. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to all references to our Firm included in or made a part of 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 Securities Act.