Exhibit 5.1
[Dorsey
& Whitney LLP Letterhead]
August
14, 2008
Airspan
Networks Inc.
777
Yamato Road, Suite 310
Boca
Raton, FL 33431
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen:
We
have
acted as counsel to Airspan Networks Inc., a Washington corporation (the
“Company”), in connection with a Registration Statement on Form S-8 (the
“Registration Statement”) relating
to the registration of the offer and sale by the Company of up to 4,500,000
shares of the Company’s common stock, par value $0.03 per share (the “Shares”)
issuable pursuant
to the Airspan Networks Inc. Omnibus Equity Compensation Plan
(the
“Plan”).
We
have
examined such documents and have reviewed such questions of law as we have
considered necessary and appropriate for the purposes of the opinions set forth
below. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed
the
legal capacity for all purposes relevant hereto of all natural persons. As
to
questions of fact material to our opinions, we have relied upon certificates
of
officers of the Company and of public officials.
Based
on
the foregoing, we are of the opinion that the Shares have been duly authorized
and, upon issuance, delivery and payment therefor in accordance with the terms
of the Plan and any relevant agreements thereunder, will be validly issued,
fully paid and nonassessable.
Our
opinions expressed above are limited to the Washington Business Corporation
Act.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.