Exhibit
5.1
[LETTERHEAD
OF DORSEY & WHITNEY LLP]
September
20, 2007
Airspan
Networks Inc.
777
Yamato Road
Suite
310
Boca
Raton, FL 33431
Ladies
and Gentlemen:
You
have
requested our opinion with respect to certain matters in connection with the
sale by Airspan Networks Inc., a Washington corporation (the “Company”),
pursuant to the Underwriting Agreement dated September 20, 2007 (the
“Underwriting Agreement”) between the Company and the underwriters named therein
of up to 17,250,000 shares of the Company’s common stock, par value $0.0003 per
share, including 2,250,000 shares of common stock for which the underwriters
have been granted an over-allotment option (the “Shares”), pursuant to the
Company’s Registration Statement on Form S-3 (Registration No. 333-143667)
(the “Registration Statement”) and the related Prospectus, dated June 20, 2007,
and Prospectus Supplement, dated September 20, 2007, filed with the U.S.
Securities and Exchange Commission (the “Commission”).
In
connection with this opinion, we have examined and relied upon the Registration
Statement, related Prospectus included therein, the Prospectus Supplement filed
with the Commission pursuant to Rule 424 of the Securities Act of 1933, as
amended, the Company’s Second Amended and Restated Articles of Incorporation, as
amended, and Amended and Restated Bylaws, as currently in effect, and such
other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity
to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are
a
prerequisite to the effectiveness thereof. We have relied as to certain factual
matters on information supplied by public officials, officers of the Company
and
other sources believed by us to be responsible and have not sought to
independently verify such matters.
Our
opinion is expressed only with respect to the federal laws of the United States
of America and General Corporation Law of the State of Washington. We express
no
opinion as to whether the laws of any particular jurisdiction other than those
identified above are applicable to the subject matter hereof.
Airspan
Networks Inc.
September
20, 2007
Page
2
On
the
basis of the foregoing, and in reliance thereon, we are of the opinion that
the
Shares, when sold and issued in accordance with the Registration Statement
and
the related Prospectus and Prospectus Supplement and the terms of the
Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We
consent to the reference to our firm under the caption “Validity of Securities”
in the Registration Statement and the Prospectus Supplement and to the filing
of
this opinion as an exhibit to a Current Report on Form 8-K to be filed with
the
Commission for incorporation by reference into the Registration
Statement.
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Sincerely,
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Dorsey
& Whitney LLP
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