Attached files
file | filename |
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S-1/A - FORM S-1/A - RigNet, Inc. | h75643a3sv1za.htm |
EX-3.1 - EX-3.1 - RigNet, Inc. | h75643a3exv3w1.htm |
EX-4.1 - EX-4.1 - RigNet, Inc. | h75643a3exv4w1.htm |
EX-1.1 - EX-1.1 - RigNet, Inc. | h75643a3exv1w1.htm |
EX-23.1 - EX-23.1 - RigNet, Inc. | h75643a3exv23w1.htm |
Exhibit 5.1
Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095
Telephone: 713 651 5151 Facsimile: 713 651 5246
Telephone: 713 651 5151 Facsimile: 713 651 5246
November 29, 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.
November 29, 2010
Page 2
November 29, 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) upon filing by the Company of its Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of Delaware, a form of which
has been filed as an exhibit to the Registration Statement, the Firm Shares will be duly and
validly authorized for issuance; (b) when issued by the Company in accordance with the terms of the
underwriting agreement, a form of which is being 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, the Firm Shares will be duly
and legally issued, fully paid and nonassessable; (c) 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; provided, however, with respect to the Secondary Shares (I) that
will be issued upon the conversion of the Companys outstanding Series C Preferred Stock, par value
$0.001 per share, Series B Preferred Stock, par value $0.001 per share, and Series A Preferred
Stock, par value $0.001 per share (collectively, the Preferred Stock), as described in the
Registration Statement, such shares will be duly and legally issued and fully paid and
nonassessable upon such conversion and (II) that will be issued to the holders of Preferred Stock
to pay the major event preference, as described in the Registration Statement, such shares will be
duly and legally issued and fully paid and nonassessable upon such issuance; and (d) 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, /s/ Fulbright & Jaworski L.L.P. Fulbright & Jaworski L.L.P. |
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