Attached files
| file | filename |
|---|---|
| S-1/A - UniTek Global Services, Inc. | v199906_s1a.htm |
| EX-1.1 - UniTek Global Services, Inc. | v199906_ex1-1.htm |
| EX-23.2 - UniTek Global Services, Inc. | v199906_ex23-2.htm |
| EX-23.1 - UniTek Global Services, Inc. | v199906_ex23-1.htm |
| EX-10.37 - UniTek Global Services, Inc. | v199906_ex10-37.htm |
October
28, 2010
UniTek
Global Services, Inc.
1777
Sentry Parkway West
Gwynedd
Hall, Suite 302
Blue
Bell, PA 19422
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RE:
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UniTek Global
Services, Inc., Registration Statement on Form S-1 (Registration No.
333-168854)
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Ladies
and Gentlemen:
We have
acted as counsel to UniTek Global Services, Inc., a Delaware corporation (the
“Company”), in connection with the filing of the referenced Registration
Statement, as amended (the “Registration Statement”) under the Securities Act of
1933, as amended (the “Act”), with the Securities and Exchange Commission (the
“SEC”). The Registration Statement relates to the proposed offering
and sale of up to 19,166,667 shares of common stock, par value $0.00002 per
share, of the Company (the “Shares”), which number includes 2,500,000 shares
issuable upon exercise of the underwriters’ over-allotment option, if
any.
In
connection with this opinion letter, we have examined the Registration Statement
and originals, or copies certified or otherwise identified to our satisfaction,
of (i) the Amended and Restated Certificate of Incorporation of the Company, as
amended, (ii) the Amended and Restated Bylaws of the Company and (iii) such
other documents, records and other instruments as we have deemed appropriate for
purposes of the opinion set forth herein.
We have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of the documents submitted to us as originals, the
conformity with the originals of all documents submitted to us as certified,
facsimile or photostatic copies and the authenticity of the originals of all
documents submitted to us as copies.
Based
upon the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and sold by the Company and delivered
by the Company against receipt of the purchase price therefor, in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and non-assessable.
The
opinions expressed herein are limited to the Delaware General Corporation
Law.
We hereby
consent to the use of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to us under the caption “Legal Matters” in the prospectus
included in the Registration Statement. In giving such consent, we do
not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Act or the rules or regulations of the SEC
thereunder.
| Very truly yours, | ||||
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/s/
Morgan, Lewis & Bockius LLP
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