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[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH APPEARS HERE]
June 14, 2000
Exhibit 5.1
Powerwave Technologies, Inc.
2026 McGaw Avenue
Irvine, California 92614
Re: Registration Statement on Form S-3 -- Registration No. 333-36642
Ladies and Gentlemen:
At your request, we have examined Registration Statement on Form S-3,
Registration No. 333-36642, filed by Powerwave Technologies, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on May
10, 2000 (as amended by Amendment No. 1 and as may be amended or supplemented,
the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,500,000 shares of Common Stock of the
Company, $.0001 par value per share (the "Securities") having an aggregate
initial offering price of up to $94,960,250.
The Securities may be offered in separate series, in amounts, at prices,
and on terms to be set forth in the prospectus and one or more supplements to
the prospectus (collectively, the "Prospectus") constituting a part of the
Registration Statement, and in the Registration Statement.
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the authorization, issuance and sale of the shares of the
Securities.
Based on the foregoing, it is our opinion that the Securities, when issued
and sold in the manner described in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
