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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
November 22, 2000
Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121
Re: Form S-8 Registration Statement
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Ladies and Gentlemen:
In connection with the registration by Leap Wireless International,
Inc., a Delaware corporation (the "Company"), of 2,250,000 shares of common
stock, par value $.0001 per share (the "Shares"), of the Company to be issued
pursuant to the Leap Wireless International, Inc. 2000 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 November 22, 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.
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LATHAM & WATKINS
Leap Wireless International, Inc.
November 22, 2000
Page 2
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.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of 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
