EX-5.1 4 mifi20151001exhibit51.htm EXHIBIT 5.1 Exhibit

Exhibit 5.1

October 1, 2015
92334.00001
Novatel Wireless, Inc.
9645 Scranton Road, Suite 205
San Diego, California 92121
Re:
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Novatel Wireless, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”) to effect registration under the Securities Act of 1933, as amended (the “Securities Act”), of 6,323,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), comprised of (i) 2,323,000 shares of Common Stock issuable pursuant to awards granted by the Company pursuant to the Company’s Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”) and (ii) 4,000,000 shares of Common Stock issuable pursuant to awards to be granted by the Company pursuant to the Company’s 2015 Incentive Compensation Plan (the “2015 Plan”).
As such counsel and for purposes of our opinion set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company, certificates of public officials and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein, including, without limitation:
(i)
the Registration Statement;
(ii)
the Company’s Amended and Restated Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware;
(iii)
the Company’s Second Amended and Restated Bylaws as presently in effect, certified by an officer of the Company as of October 1, 2015;
(iv)
the action by unanimous written consent of the Board of Directors of the Company (the “Board”), dated March 25, 2015, evidencing the approval by the Board of the issuance of 323,000 shares of Common Stock as equity inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4) and the 2009 Plan;
(v)
the minutes of a meeting of the Board held on April 22, 2015 evidencing the approval by the Board of an amendment to the 2009 Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 2,000,000 shares and, contingent upon receipt of the requisite stockholder approval, reserving such shares for issuance under the 2009 Plan;





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(vi)
the Current Report on Form 8-K filed by the Company with the Commission on June 29, 2015 disclosing the final voting results of the special meeting of the stockholders of the Company held on June 24, 2015, evidencing the approval by the stockholders of an amendment to the 2009 Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 2,000,000 shares;
(vii)
the resolutions adopted by the Board on September 29, 2015 approving the 2015 Plan;
(viii)
the 2009 Plan, including the forms of award agreements related thereto;
(ix)
the 2015 Plan, including the forms of award agreements related thereto; and
(x)
a certificate, dated October 1, 2015, from the Secretary of State of the State of Delaware as to the existence and good standing of the Company under the laws of the State of Delaware.
In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In such examination and in rendering the opinion set forth herein, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto; (vi) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; and (viii) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. As to all questions of fact material to the opinion set forth herein and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company.
Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that the Shares are duly authorized and, when issued and sold as described in the Registration Statement and in accordance with the terms of the 2009 Plan or the 2015 Plan, as applicable, and the applicable award agreements thereunder (including the receipt by the Company of the full consideration therefor), will be validly issued, fully paid and nonassessable.





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Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than, as in effect on the date of this opinion letter, the Delaware General Corporation Law.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter addressed in this opinion letter.
This opinion letter is rendered solely to you in connection with the issuance and delivery of the Shares and may be relied upon by you solely for such purpose. This opinion letter is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis, legal conclusion or other matters in this opinion letter.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Paul Hastings LLP