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Exhibit 5.1
October 10, 2000
Novatel Wireless, Inc.
9360 Towne Centre Drive
Suite 110
San Diego, California 92121
Re: Novatel Wireless, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection
with a proposed sale by Novatel Wireless, Inc., a Delaware corporation (the
"Company") of up to 8,050,000 shares of common stock, $.001 par value (the
"Common Stock").
We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and
(c) the truth, accuracy, and completeness of the information, representations,
and warranties contained in the records, documents, instruments, and
certificates we have reviewed.
Based on such examination, we are of the opinion that the
8,050,000 shares of Common Stock to be issued and sold by the Company are
validly authorized shares of Common Stock, and, when issued against payment of
the purchase price therefor, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the above referenced Registration Statement and to the use of our name
wherever it appears in the Registration Statement and in the Prospectus included
therein, and any amendment or supplement thereto. In giving such consent, we do
not consider that we are "experts" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
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ORRICK, HERRINGTON & SUTCLIFFE LLP
