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Exhibit 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
August 4, 2000
LTI Holdings, Inc.
5115 New Peachtree Road, Suite 200
Atlanta, Georgia 30341
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to LTI Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the above-referenced Registration Statement (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to (a) 7,438,036 shares ("Merger Shares") of the Company's
common stock, $0.01 par value per share to be issued in connection with the
proposed merger (the "Merger") in which Speedcom Wireless International
Corporation, a Florida corporation ("Speedcom"), will merge into the Company
pursuant to an Agreement and Plan of Merger dated as of August 4, 2000 (the
"Merger Agreement") by and between the Company and Speedcom, (b) 2,707,915
shares ("Option Shares") issuable upon exercise of currently-outstanding
options to purchase Speedcom common stock that will become options to
purchase common stock of the Company ("Options") upon completion of the
Merger, and (c) 406,100 shares ("Warrant Shares") issuable upon exercise of
currently-outstanding warrants to purchase Speedcom common stock that will
become warrants to purchase common stock of the Company ("Warrants") upon
completion of the Merger.
We have examined the Amended and Restated Certificate of Incorporation
and the Bylaws of the Company, and have examined and relied upon the originals,
or copies certified to our satisfaction, of such records of meetings of the
directors and stockholders of the Company, documents and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinions
expressed below. In examining the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, it is our opinion that
contingent upon (i) the adoption and approval by the Company's stockholders
of the Merger Agreement and of the amendments to the Company's Amended and
Restated Certificate of Incorporation as contemplated by the Merger
Agreement, (ii) the filing
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of the Certificate of Merger with the Delaware Secretary of State and the
Florida Secretary of State and the effectiveness of the Certificate of
Merger, (iii) the filing of an amendment to the Certificate of Incorporation
to effect the 1 for 4.26 reverse split and the filing of the Amendment and
Restated Certificate of Incorporation to effect the additional changes to the
Certificate of Incorporation with the Delaware Secretary of State and the
effectiveness of the amendment to the Certificate of Incorporation and the
Amendment and Restated Certificate of Incorporation, and (iv) issuance of the
Merger Shares pursuant to the Merger Agreement in exchange for the
consideration described therein: (x) the Merger Shares will be duly and
validly issued, fully paid and non-assessable, (y) the Option Shares will,
when issued upon exercise of the Options in accordance with their terms, will
be duly and validly issued, fully paid and non-assessable shares of common
stock of the Company, and (z) the Warrant Shares will, when issued upon
exercise of the Warrants in accordance with their terms, will be duly and
validly issued, fully paid and non-assessable shares of common stock of the
Company.
This opinion is not rendered with respect to any laws other than the
Delaware General Corporation Law and the Federal laws of the United States.
We hereby consent to the use of our name in the Registration Statement
and under the caption "Legal Matters" in the related Proxy Statement/Prospectus
and consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
relating thereto.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
