EXHIBIT
5.1
August
12, 2005
Airspan
Networks, Inc.
777
Yamato Road, Suite 105
Boca
Raton, FL 33431
RE:
Registration
Statement on Form S-3
(333- )
Ladies
and Gentlemen:
We
have
acted as counsel to Airspan Networks, Inc. a Washington corporation (the
"Company"), in connection with the preparation and filing of the Registration
Statement on Form S-3 of the Company (as amended, the "Registration
Statement,") relating to up to 7,300,000 shares of the Company's common stock,
par value $0.0003 per share (the "Common Stock"). The shares of Common Stock
are
to be sold from time to time as set forth in the Registration Statement,
the
Prospectus contained therein (the “Prospectus”) and any amendments or
supplements thereto.
This
opinion
is being
furnished in accordance with the requirements of Item 16 of Form S-3 and
Item
601(b)(5)(i) of Regulation
S-K.
In
rendering this opinion, we have examined such corporate records and other
documents, and we have reviewed such matters of law, as we have deemed necessary
or appropriate. In rendering this opinion, we have, with your consent, relied
upon oral and written representations of officers of the Company and
certificates of officers of the Company and public officials with respect
to the
accuracy of the factual matters addressed in such representations and
certificates. In addition, in rendering this opinion we have, with your consent,
assumed the genuineness of all signatures or instruments relied upon by us,
and
the conformity of certified copies submitted to us with the original documents
to which such certified copies relate.
We
are
members of the Bar of the State of Florida and we express no opinion as to
the
laws of any jurisdiction other than the federal laws of the United States,
the
General Corporation Law of the State of Washington and the laws of the State
of
Florida.
Based
on
and subject to the foregoing, we are of the opinion that
1. The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Washington; and
2. The
shares of the Common Stock are legally authorized and, when the shares of
Common
Stock have been issued and paid in accordance with the Company’s Amended and
Restated Articles of Incorporation, as amended, the shares of the Common
Stock
will be validly issued, fully paid and non-assessable.
We
hereby
consent to be named in the Registration Statement and in the related prospectus
contained therein as the attorneys who passed upon the legality of the Common
Stock and to the filing of a copy of this opinion as Exhibit 5.1 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 Securities Act of 1933, as amended.
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Very
truly yours,
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HUNTON & WILLIAMS, LLP |