EXHIBIT 5.1
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WEIL, GOTSHAL & MANGES LLP Austin
767 Fifth Avenue Boston
New York, NY 10153 Brussels
(212) 310-8000 Budapest
Fax: (212) 310-8007 Dallas
Frankfurt
Houston
London
Miami
Munich
Paris
Prague
July 13, 2007 Shanghai
Silicon Valley
Singapore
Warsaw
Washington, D.C.
Wilmington
NextWave Wireless Inc.
12670 High Bluff Drive
San Diego, California 92130
Ladies and Gentlemen:
We have acted as counsel to NextWave Wireless Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's registration statement
on Form S-8 (the "S-8"), under the Securities Act of 1933, as amended, in
connection with the registration of 2,500,000 additional shares of common stock,
par value $0.001 per share, of the Company (the "Shares"), issuable pursuant to
awards granted or to be granted under the Company's 2007 New Employee Stock
Incentive Plan, as amended (the "2007 Plan").
In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of (i) the Amended and Restated
Certificate of Incorporation of the Company, (ii) the By-Laws of the Company,
(iii) Amendment No. 1 to the NextWave Wireless Inc. 2007 New Employee Stock
Incentive Plan, (iv) the 2007 Plan and (vi) such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to these opinions that have not been independently established,
we have relied upon a certificate or comparable document of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 2,500,000 Shares being registered for
sale pursuant to the S-8 have been duly authorized and, when issued and
delivered pursuant to the terms of awards granted in accordance with the terms
of the 2007 Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the S-8
and to any and all references to our firm in the S-8.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP