EXHIBIT 5.1
May 23, 2005
USA Mobility, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306
| Re: | Registration Statement on Form S-8 with respect to 1,878,976 shares of Common Stock, par value $.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to USA Mobility, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 1,878,976 shares of common stock, $.0001 par value per share (the “Shares”), to be issued pursuant to the USA Mobility, Inc. Equity Incentive Plan (the “Plan”), a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2005 (the “Registration Statement”), and a prospectus dated May 23, 2005 (the “Prospectus”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the validity of the Shares.
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.
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 Delaware General Corporation Law, 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.
May 23, 2005
Page 2
Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Plan as set forth in the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | ||||
| /s/ Latham & Watkins LLP | ||||