September 29,
2009
6707 Democracy
Boulevard, Suite 300
Bethesda, Maryland
20817
Ladies and
Gentlemen:
Iridium
Communications Inc. (formerly known as GHL Acquisition Corp.), a Delaware
corporation (the “Company”), is filing with the
Securities and Exchange Commission a Registration Statement on Form S-3 (the
“Registration
Statement”) for the purpose of registering under the Securities Act of
1933, as amended (the “Securities Act”), (i) shares
of common stock, par value $0.001 per share (the “Common Stock”) of the Company
to be issued upon exercise of (a) warrants issued in a private placement and
resold pursuant to the Registration Statement, which are exercisable for shares
of Common Stock at an exercise price of $11.50 per share (the “$11.50 Warrants”) and (b)
warrants issued in the Company’s initial public offering pursuant to a
prospectus dated February 14, 2008, which are exercisable for shares of Common
Stock at an exercise price of $7.00 per share (the “$7.00 Warrants”) and (ii) the
resale by certain selling securityholders in one or more secondary offerings of
(a) $11.50 Warrants issued to such selling securityholders in a private
placement in exchange for $7.00 Warrants, (b) shares of Common Stock to be
issued upon exercise by such selling securityholders of $11.50 Warrants issued
to such selling securityholders in a private placement and (c) shares of Common
Stock issued to such selling securityholders in a private placement in exchange
for $7.00 Warrants, as described in the Registration Statement.
We, as your
counsel, have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for the
purpose of rendering this opinion.
Based upon the
foregoing, we advise you that, in our opinion:
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1.
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The shares of
Common Stock issuable upon exercise of the $11.50 Warrants have been duly
authorized and reserved for issuance by the Company upon exercise of the
$11.50 Warrants and, when issued and delivered in accordance with the
terms of the Warrant Agreement for $11.50 Warrants between the Company and
American Stock & Transfer Company, as warrant agent, dated as of
September 29, 2009 (the “$11.50 Warrant
Agreement”), will be validly issued, fully paid and
non-assessable.
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2.
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The shares of
Common Stock issuable upon exercise of the $7.00 Warrants have been duly
authorized and reserved for issuance by the Company upon exercise of the
$7.00 Warrants and, when issued and delivered in accordance with the terms
of the Amended and Restated Warrant Agreement for $7.00 Warrants between
the Company and American Stock Transfer & Trust Company,
as
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warrant agent,
dated as of February 20, 2008 (the “$7.00 Warrant Agreement”), will
be validly issued, fully paid and non-assessable.
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3.
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When the
$11.50 Warrants have been duly executed, issued and delivered in
accordance with the $11.50 Warrant Agreement and the applicable agreement
against payment therefor, such $11.50 Warrants will constitute valid and
binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and
equitable principles of general
applicability.
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4.
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The shares of
Common Stock issued upon exchange of the $7.00 Warrants have been duly
authorized and are validly issued, fully paid and
non-assessable.
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In
connection with the opinions expressed above, we have assumed that, at or prior
to the time of the delivery of any such security, (i) the Company shall remain,
validly existing as a corporation in good standing under the laws of the State
of Delaware; (ii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded, (iii) the
$11.50 Warrant Agreement and the $7.00 Warrant Agreement are each valid, binding
and enforceable agreements of each party thereto (other than the Company), and
(iv) there shall not have occurred any change in law affecting the validity or
enforceability of such security. We have also assumed that neither
the issuance and delivery of such security, nor the compliance by the Company
with the terms of such security will violate any applicable law or
public policy or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.
We
are members of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York and the General Corporation Law of
the State of Delaware.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and further consent to the reference to our name
under the caption “Validity of the Securities” in each of the prospectuses,
which are a part of the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
This opinion is
rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written consent.
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/s/ Davis
Polk & Wardwell LLP
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