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EXHIBIT 5.1
ATTORNEYS AT LAW Boulder, CO
303-546-4000
Denver, CO
One Maritime Plaza 303-606-4800
20th Floor
San Francisco, CA Kirkland, WA
94111-3580 425-893-7700
Main 415 693-2000
Fax 415 951-3699 Menlo Park, CA
650-843-5100
August 25, 2000 Palo Alto, CA
www.cooley.com 650-843-5000
Endwave Corporation
321 Soquel Way Reston, VA
Sunnyvale, CA 94086 703-262-8000
JODIE M. BOURDET
415 693-2054 San Diego, CA
[email protected] 858-550-6000
Dear Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Endwave Corporation (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") covering an underwritten public offering
of up to six million (6,000,000) shares of the Common Stock of the Company (the
"Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, as currently in effect, and
the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below;
(ii) assumed that the Amended and Restated Certificate of Incorporation, as set
forth in Exhibit 3.3 of the Registration Statement, shall have been duly
approved and filed with the office of the Delaware Secretary of State; and (iii)
that the shares of Common Stock will be sold by the Underwriters at a price
established by the Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
non-assessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ JODIE M. BOURDET
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Jodie M. Bourdet
