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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 21, 2000
Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
In connection with the registration by Leap Wireless
International, Inc., a Delaware corporation (the "Company"), of 1,075,756 shares
of common stock, par value $0.0001 per share (the "Shares"), of the Company to
be issued pursuant to the Cricket Communications Inc. 1999 Stock Option Plan
(the "Plan") under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on June 21, 2000 (as amended from time to time, the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
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.
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Leap Wireless International, Inc.
June 21, 2000
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We are opining herein as to the effect on the subject transaction
only of 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 the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance with the terms set forth in the Plan, the
Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
