EXHIBIT 5.1 OPINION OF COUNSEL
Weed & Co. L.P.
4695 MacArthur Court, Suite 1450
Newport Beach, CA 92660
Telephone (949) 475-9086
Facsimile (949) 475-9087
November 9, 2000
Board of Directors
Eagle Wireless International, Inc.
101 Courageous Drive
League City, TX 77573
RE: Opinion of Counsel
Greetings:
I have acted as counsel to Eagle Wireless International, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of an aggregate of 29,450,740 shares (the "Shares") of Eagle
Wireless' common stock, par value $.001 per share (the "Common Stock"), upon the
terms and subject to the conditions set forth in Eagle Wireless' registration
statement on Form S-4 (the "Registration Statement").
In connection therewith, I have examined copies of Eagle Wireless' Certificate
of Incorporation, Bylaws, the corporate proceedings with respect to the offering
of shares, and such other documents and instruments as I have deemed necessary
or appropriate for the expression of the opinions contacted herein. In such
examination, I have assumed the genuineness of all signatures, the authenticity
and completeness of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as copies and the
correctness of all statements of fact contained in such documents.
Based on the foregoing, and having regard for such legal considerations as I
have deemed relevant, I am of the opinion that the Shares to be sold by the
Company by means of the Registration Statement, when sold in accordance with the
terms and conditions set forth in the Registration Statement, will be duly and
validly issued, fully paid and non-assessable.
/S/ RICHARD O. WEED
Richard O. Weed
