Attached files
Exhibit 5.1
2 Palo Alto Square
3000 El Camino Real, Suite 500
Palo Alto, California 94306
(650) 320-7700
Fax: (650) 320-770
April 29, 2011
GigOptix, Inc.
2300 Geng Road, Suite 250
Palo Alto, California 94303
Ladies and Gentlemen:
We have acted as counsel to GigOptix, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form S-1 (File No. 333-173115) (as amended and as may subsequently be amended or supplemented from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) relating to the offer and sale of 2,715,161 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), by a selling stockholder of the Company (the “Selling Stockholder”), 1,000,000 shares of which will be issued to the Selling Stockholder upon the exercise of warrants (the “Warrant Shares”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
We have examined the Registration Statement and the prospectus contained in the Registration Statement. We also have reviewed the originals or copies certified or otherwise identified to our satisfaction of such corporate records, certificates and documents and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company or its subsidiaries or representatives of the Company or its subsidiaries. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company or its subsidiaries or representatives of the Company or its subsidiaries and do not opine as to the accuracy of any such factual matters. We also have
GigOptix, Inc.
May 29, 2011
Page 2
relied, without investigation, upon certificates and other documents from, and conversations with, public officials.
In rendering the opinions expressed below, we have assumed, without investigation, the authenticity of any document or other instrument submitted to us as an original, the conformity to the originals of any document or other instrument submitted to us as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such provisions.
Based upon the foregoing, and subject to the limitations and assumptions set forth herein, we are of the opinion that:
| (1) | The Warrant Shares, when issued and sold upon exercise of the warrants and in accordance with the terms of the warrants, and when payment therefore shall be received by the Company, the issue and sale of the Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and the Warrant Shares will be validly issued, fully paid and non-assessable. |
| (2) | The Shares being registered for sale by the Selling Stockholder have been duly authorized by all necessary corporate action of the Company and validly issued by the Company and are fully paid and non-assessable. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus which forms a part of the Registration Statement and any supplement or supplements to such prospectus. By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the rules and regulations of the Commission.
This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Very truly yours,
/s/ Nixon Peabody LLP