EXHIBIT 5.1





                     [Weil, Gotshal & Manges LLP letterhead]


                                January 18, 2007



NextWave Wireless Inc.
12670 High Bluff Drive
San Diego, California 92130

Ladies and Gentlemen:

         We have acted as counsel to NextWave Wireless Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Post-Effective Amendment
No. 1 on Form S-8 (the "Post-Effective Amendment"), under the Securities Act of
1933, as amended, in connection with the registration of 1,833,333 shares of
common stock, par value $0.001 per share, of the Company (the "Shares"),
issuable pursuant to awards granted or to be granted under the PacketVideo
Corporation 2005 Equity Incentive Plan (the "PacketVideo Plan").

         In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of (i) the Amended and Restated
Certificate of Incorporation of the Company; (ii) the By-Laws of the Company;
(iii) the Post-Effective Amendment; (iv) the PacketVideo Plan and (vi) such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, we
have relied upon a certificate or comparable document of officers and
representatives of the Company.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 1,833,333 Shares being registered for
sale pursuant to the Post-Effective Amendment have been duly authorized and,
when issued and delivered upon the exercise of awards in accordance with the
terms of the PacketVideo Plan, as applicable, will be validly issued, fully paid
and non-assessable.

         The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.




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         We hereby consent to the use of this letter as an exhibit to the
Post-Effective Amendment and to any and all references to our firm in
Post-Effective Amendment.





                                                     Very truly yours,

                                                /s/ Weil, Gotshal & Manges LLP