EX-5.1 2 a21932exv5w1.htm EXHIBIT 5.1 Exhibit 5.1
 

Exhibit 5.1




(LATHAM & WATKINS LLP)





July 7, 2006




ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
12636 High Bluff Drive, Suite 400
San Diego, California 92130-2071
Tel: (858) 523-5400 Fax: (858) 523-5450
www.lw.com
     
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    Re: Registration Statement on Form S-3; 744,104 Shares of Common Stock
Ladies and Gentlemen:
     We have acted as counsel to ViaSat, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 744,104 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, on a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on July 7, 2006 (the “Registration Statement”) covering certain resales of the Shares by the selling stockholders named in the Registration Statement. This opinion is being furnished in accordance 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 Prospectus, other than as to the validity 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 the foregoing and 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, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and are validly issued, fully paid and nonassessable.
     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 federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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