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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
August 23, 2000
Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121
Re: Registration Statement on Form S-3;
232,755 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 232,755 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 August 23, 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. The Shares will be
issued to the selling security holder named in the Registration Statement
pursuant to an Agreement for Purchase and Sale of Licenses, dated January 7,
2000, by and between the Company and Radiofone PCS, L.L.C. (the "Purchase
Agreement").
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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Leap Wireless International, Inc.
August 23, 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, and when issued in accordance
with the Purchase Agreement, will be 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
