EXHIBIT 5.1


                           OPINION OF LATHAM & WATKINS

                                February 7, 2002

                                                            FILE NO. 021038-0027

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

                             Re:    Form S-8 Registration Statement;
                                    203,000 Shares of Common Stock

Ladies and Gentlemen:

                In connection with the registration by ViaSat, Inc., a Delaware
corporation (the "Company"), of 203,000 shares of common stock, par value $.0001
per share (the "Shares"), of the Company to be issued pursuant to the Amended
and Restated U.S. Monolithics, L.L.C. 2000 Incentive Plan (the "Plan"), under
the Securities Act of 1933, as amended, on a Registration Statement on Form S-8
filed with the Securities and Exchange Commission (the "Commission") on February
7, 2002 (as amended from time to time, the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.

                In our capacity as the Company's 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.

                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 laws, or as to any
matters of municipal law or the laws of any other local agencies within the
state.

                Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance with the terms set forth in the Plan, the
Shares will be validly issued, fully paid and nonassessable.

                We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,


                                            /s/ LATHAM & WATKINS