EX-5.1 2 g09665exv5w1.htm EX-5.1 OPINION OF MCDERMOTT WILL & EMERY LLP EX-5.1 Opinion of McDermott Will & Emery LLP
 

Exhibit 5.1
September 26, 2007
180 Connect Inc.
6501 E. Belleview Avenue
Englewood, Colorado 80111
(303) 395-6000
Attn: Peter Giacalone
Re: Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement (the “Registration Statement”) of 180 Connect Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration of 942,060 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
We have acted as counsel for the Company in connection with the registration of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the Shares, upon exercise of the securities exercisable into the Shares in accordance with their terms, will have been duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.
This opinion may be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
         
Very truly yours,
 
 
/s/ McDermott Will & Emery LLP    
McDermott Will & Emery LLP