EX-5.1 2 a28199orexv5w1.htm EXHIBIT 5.1 Exhibit 5.1
 

EXHIBIT 5.1








(LATHAM & WATKINS LLP)
     
12636 High Bluff Drive, Suite 400
San Diego, California 92130-2071
Tel: (858) 523-5400 Fax: (858) 523-5450
www.lw.com
    
 
    
FIRM / AFFILIATE OFFICES
 
Barcelona
  New Jersey
Brussels
  New York
Chicago
  Northern Virginia
Frankfurt
  Orange County
Hamburg
  Paris
Hong Kong
  San Diego
London
  San Francisco
Los Angeles
  Shanghai
Madrid
  Silicon Valley
Milan
  Singapore
Moscow
  Tokyo
Munich
  Washington, D.C.


March 12, 2007
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
     Re: Registration Statement on Form S-3; 437,564 Shares of Common Stock
Ladies and Gentlemen:
     We have acted as special 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 437,564 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 March12, 2007 (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, 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 opinion. 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.
     In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
     We are opining herein only as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.
     Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; and (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought.
     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.

 

 

March 12, 2007
Page 2
(LATHAM & WATKINS LLP)
     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 Registration Statement 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