Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - RigNet, Inc. | h75643a1sv1za.htm |
EX-3.4 - EX-3.4 - RigNet, Inc. | h75643a1exv3w4.htm |
EX-10.4 - EX-10.4 - RigNet, Inc. | h75643a1exv10w4.htm |
EX-10.2 - EX-10.2 - RigNet, Inc. | h75643a1exv10w2.htm |
EX-23.1 - EX-23.1 - RigNet, Inc. | h75643a1exv23w1.htm |
EX-10.5 - EX-10.5 - RigNet, Inc. | h75643a1exv10w5.htm |
Exhibit 5.1
[Form of Legal Opinion]
Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
telephone: (713) 651-5151 | facsimile: (713) 651-5246 |
, 2010
RigNet, Inc.
1880 S. Dairy Ashford, Suite 300
Houston, Texas 77077
1880 S. Dairy Ashford, Suite 300
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as counsel to RigNet, Inc., a Delaware corporation (the Company), in
connection with the registration under the Securities Act of 1933, as amended (the Securities
Act), of shares of the Companys common stock, par value $0.001 per share (the Shares), as
described in the Companys Registration Statement on Form S-1 (File No. 333-169723) initially filed
with the U.S. Securities and Exchange Commission with respect to the Shares on October 1, 2010 (as
amended and as may subsequently be amended, the Registration Statement). The Shares to be issued
and sold by the Company, including shares to cover over-allotments, if any, pursuant to the Registration Statement, are referred to herein as the
Firm Shares, and the Shares to be sold by the selling stockholders identified in the Registration
Statement, including Shares to cover over-allotments, if any, pursuant to the Registration
Statement, are herein referred to as the Secondary Shares. Immediately prior to the closing of
the sale of Shares pursuant to the Underwriting Agreement (defined below), certain selling
stockholders may exercise warrants (the Warrant Exercise) to purchase shares of common stock, par
value $0.001 per share, of the Company (the Warrant Shares).
In connection with the foregoing, we have examined originals or copies of such corporate
records of the Company, certificates and other communications of public officials, certificates of
officers of the Company and such other documents as we have deemed relevant or necessary for the
purpose of rendering the opinions expressed herein. As to questions of fact material to those
opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the
Company and on certificates and other communications of public officials. We have assumed the
genuineness of all signatures on, and the authenticity of, all documents submitted to us as
originals, the conformity to authentic original documents of all documents submitted to us as
copies thereof, the due authorization, execution and delivery by the parties thereto other than the
Company of all documents examined by us, and the legal capacity of each individual who signed any
of those documents.
Houston New York Washington DC Austin Dallas Denver Los Angeles Minneapolis San Antonio St. Louis
Beijing Dubai Hong Kong London Munich Riyadh
Beijing Dubai Hong Kong London Munich Riyadh
RigNet, Inc.
, 2010
Page 2
, 2010
Page 2
Based upon the foregoing, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that (a) the Firm Shares have been duly and validly authorized for
issuance and, when issued by the Company in accordance with the terms of the underwriting
agreement, a form of which will be filed as an exhibit to the Registration Statement (the
Underwriting Agreement), and the documents contemplated thereby, and upon receipt by the Company
of payment therefor as provided in the Underwriting Agreement, will be duly and legally issued,
fully paid and nonassessable, (b) other than the Warrant Shares, the Secondary Shares have been
duly and validly authorized for issuance and have been duly and legally issued and are fully paid
and nonassessable, and (c) the Warrant Shares to be sold by the selling stockholders have been duly
and validly authorized and, after the Warrant Exercise in accordance with the terms of the
applicable warrant agreement and payment of any applicable cash exercise price for the Warrants,
will be duly and legally issued, fully paid and nonassessable.
The opinions expressed herein are limited exclusively to applicable federal laws of the United
States of America and applicable provisions of, respectively, the Delaware Constitution, the
Delaware General Corporation Law and reported judicial interpretations of such law, in each
case as currently in effect, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and the reference to this firm under the caption Legal Matters in the prospectus contained
therein. This consent is not to be construed as an admission that we are a party whose consent is
required to be filed with the Registration Statement under the provisions of the Securities Act or
the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
Very truly yours,