EXHIBIT 5.1


                         [LATHAM & WATKINS LETTERHEAD]



                                  April 4, 2002

                                                            FILE NO. 021038-0027

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

              Re:    Registration Statement on Form S-3;
                     407,117 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 407,117 shares (the "Shares") of common stock, par value
$0.0001 per share, of ViaSat, Inc., a Delaware corporation (the "Company"), on a
registration statement on Form S-3 filed with the Securities and Exchange
Commission on April 4, 2002 (the "Registration Statement") covering certain
resales of the Shares by the selling security holders 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 by the Company in
connection with the authorization, issuance and sale of the Shares. 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 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 Shares are duly authorized, validly issued, fully paid and
nonassessable.

               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