<PAGE> 1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
November 22, 2000
Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121
Re: Registration Statement on Form S-3;
170,374 Shares of Common Stock, par value $.0001 per share
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 170,374 shares (the "Shares") of common stock, par value
$.0001 per share, of Leap Wireless International, Inc., a Delaware corporation
(the "Company"), pursuant to a Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on November 22, 2000 (the
"Registration Statement") to register certain resales of the Shares by the
selling security holder named in 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 by the Company in connection with the
authorization, issuance and sale of the Shares. 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.
<PAGE> 2
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 the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that as of the date of this
opinion, the Shares have been duly authorized, validly issued and are fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/S/ LATHAM & WATKINS
