Exhibit 5.1
[Letterhead of Haynes and Boone, LLP]
October 24, 2013
Goodman Networks Incorporated
6400 International Parkway, Suite 1000
Plano, Texas 75093
| Re: | Registration Statement on Form S-4; Offer to Exchange $225,000,000 Aggregate |
Principal Amount of 12.125% Senior Secured Notes due 2018 for an Equal Principal
Amount of 12.125% Senior Secured Notes due 2018.
Ladies and Gentlemen:
We have acted as counsel to Goodman Networks Incorporated, a Texas corporation (the “Company”), the Minnesota subsidiaries set forth on Schedule I hereto (the “Minnesota Guarantors”), the Delaware subsidiaries set forth on Schedule II hereto (the “Delaware Guarantors”) and the Texas subsidiaries set forth on Schedule III hereto (the “Texas Guarantors” and collectively with the Minnesota Guarantors and the Delaware Guarantors, the “Guarantors”) in connection with the proposed issuance by the Company of up to $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 (the “Exchange Notes”) and guarantees thereof by the Guarantors (the “Guarantees”) in exchange for an equivalent amount of the Company’s outstanding 12.125% Senior Secured Notes due 2018 (the “Outstanding Notes”) and the outstanding guarantees thereof by the Guarantors (the “Outstanding Guarantees”). The terms of the offer to exchange are described in the Registration Statement on Form S-4, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission for the registration of the Exchange Notes and the Guarantees under the Securities Act of 1933, as amended (the “Act”). The Outstanding Notes and Outstanding Guarantees have been, and the Exchange Notes and Guarantees will be, issued pursuant to an indenture dated as of June 23, 2011, as amended (the “Indenture”), by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
In connection with the foregoing, we have examined the Indenture, the Registration Statement and such corporate records and instruments of the Company and the Guarantors as we have deemed necessary or appropriate for purposes of this opinion.
In making the foregoing examination, we have assumed the genuineness of all signatures, and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the organizational documents, minutes, records, resolutions and other documents or writings of the Company and the Guarantors, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and the Guarantors and of public officials and upon documents, records and instruments furnished to us by the Company or the Guarantors, without independent check or verification of their accuracy.
Goodman Networks Incorporated
October 24, 2013
Page 2
We are opining herein as to the effect on the proposed issuance of the Exchange Notes and the Guarantees of the federal laws of the United States, the laws of the State of Texas, the General Corporation Law of the State of Delaware and the laws of the State of New York, in each case as currently in effect (all of the foregoing being referred to as the “Opined on Law”). We do not express any opinion with respect to the laws of any jurisdiction other than the Opined on Law or as to the effect of any such laws on the opinion stated herein.
The enforceability of the Exchange Notes and the Guarantees is subject to the effects of (i) applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or similar laws and court decisions of general application (including, without limitation, statutory or other laws regarding fraudulent or preferential transfers) now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (ii) general equity principles (regardless of whether enforcement is sought in a proceeding in equity or law).
We express no opinion as to the enforceability of provisions of the Exchange Notes or the Guarantees to the extent that such provisions: (i) state that any party’s failure or delay in exercising rights, powers, privileges or remedies under the Exchange Notes or the Guarantees shall not operate as a waiver thereof; (ii) purport to preclude the amendment, waiver, release or discharge of obligations except by an instrument in writing; (iii) purport to indemnify any person for (A) such person’s violations of federal or state securities laws or environmental laws, or (B) any obligation to the extent such obligation arises from or is a result of such person’s own negligence; (iv) purport to establish or satisfy certain factual standards or conditions; (v) purport to sever unenforceable provisions from the Exchange Notes or the Guarantees, to the extent that the enforcement of remaining provisions would frustrate the fundamental intent of the parties to such instrument; (vi) restrict access to legal or equitable remedies; or (vii) purport to waive any claim arising out of, or in any way related to, the Exchange Notes or the Guarantees.
We express no opinion as to: (i) whether a court would grant specific performance or any other equitable remedy with respect to enforcement of any provision contained in the Exchange Notes or the Guarantees; or (ii) the enforceability of any provision contained in the Indenture relating to the appointment of a receiver, to the extent that appointment of a receiver is governed by applicable statutory requirements, and to the extent that such provision may not be in compliance with such requirements.
We express no opinion as to: (a) any provisions of the Exchange Notes, the Guarantees or the Indenture regarding the remedies available to any person (i) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted by the Exchange Notes, the Guarantees or the Indenture or (ii) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company to perform its material obligations under the Exchanges Notes or the Indenture or the Guarantors to perform their material obligations under the Guarantees or the Indenture; or (b) the provisions of the Exchange Notes, the Guarantees or the Indenture that may provide for interest on interest or penalty interest.
Goodman Networks Incorporated
October 24, 2013
Page 3
We have relied upon, insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Minnesota, the opinion of Steven Bell, in-house counsel for Multiband Corporation, dated the date herewith and being delivered concurrently herewith.
Based upon the foregoing and subject to the qualifications stated herein, it is our opinion that, when (i) the Registration Statement has been declared effective under the Act, (ii) the Outstanding Notes have been validly exchanged by the Company, (iii) the Outstanding Guarantees have been validly exchanged by the Guarantors, (iv) the Exchange Notes have been executed, issued and delivered by the Company and authenticated by the Trustee, all in accordance with the terms of the Indenture and the Registration Statement, and (v) the Guarantees have been issued by the Guarantors, all in accordance with the terms of the Indenture and the Registration Statement, the Exchange Notes will constitute binding obligations of the Company and the applicable Guarantee will constitute binding obligations of the applicable Guarantor.
To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm contained therein under the heading “Legal Matters.”
Very truly yours,
/s/ Haynes and Boone, LLP
Haynes and Boone, LLP
Schedule I
Minnesota Guarantors
Multiband Corporation, a Minnesota corporation
Minnesota Digital Universe, Inc., a Minnesota corporation
Multiband Subscriber Services, Inc., a Minnesota corporation
Multiband Special Purpose, LLC, a Minnesota limited liability company
Schedule I
Schedule II
Delaware Guarantors
Multiband MDU Incorporated, a Delaware corporation
Multiband Field Services, Incorporated, a Delaware corporation
Schedule II
Schedule III
Texas Guarantors
Multiband EWM, Inc., a Texas corporation
Multiband EWS, Inc., a Texas corporation
Schedule III