Exhibit 5.1


                          [Latham & Watkins Letterhead]

                                November 30, 2001

ViaSat, Inc.
6155 El Camino Real
Carlsbad, California  92009

               Re:   Registration Statement on Form S-3;
                     538,217 Shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

               In connection with the registration under the Securities Act of
1933, as amended, of 538,217 shares (the "Shares") of common stock, par value
$0.0001 per share, of ViaSat, Inc., a Delaware corporation (the "Company"),
including 478,217 Shares that are presently issued and outstanding (the "Issued
Shares") and 60,000 Shares that may be issued in the future upon exercise of
certain warrants (the "Warrant Shares"), on a registration statement on Form S-3
filed with the Securities and Exchange Commission on November 30, 2001 (the
"Registration Statement") covering 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.

               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.

               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, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other Delaware 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 Issued Shares are, and upon exercise of the warrants and
payment for the Warrant Shares in accordance with the terms set forth in the
warrants under which the Warrant Shares will be issued, the Warrant Shares will
be, duly authorized, validly issued, fully paid and nonassessable.



ViaSat, Inc.
November 30, 2001
Page 2

               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