Attached files

file filename
8-K - CURRENT REPORT - Global Eagle Entertainment Inc.v357715_8k.htm
EX-2.1 - SALE AND PURCHASE AGREEMENT - Global Eagle Entertainment Inc.v357715_ex2-1.htm
EX-10.2 - CONVERSION AGREEMENT - Global Eagle Entertainment Inc.v357715_ex10-2.htm
EX-99.1 - PRESS RELEASE - Global Eagle Entertainment Inc.v357715_ex99-1.htm
EX-10.4 - AMENDMENT TO REGISTRATION RIGHTS AGREEMENT - Global Eagle Entertainment Inc.v357715_ex10-4.htm
EX-10.1 - CONVERTIBLE NOTE PURCHASE AGREEMENT - Global Eagle Entertainment Inc.v357715_ex10-1.htm
EX-10.3 - COMMON STOCK PURCHASE AGREEMENT - Global Eagle Entertainment Inc.v357715_ex10-3.htm
EX-10.5 - VOTING RIGHTS WAIVER AGREEMENT - Global Eagle Entertainment Inc.v357715_ex10-5.htm

Exhibit 5.1

 

 

McDermott

Will & Emery

 

Boston Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami

Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D.C.

Strategic alliance with MWE China Law Offices (Shanghai)

 

 

October 21, 2013

 

Global Eagle Entertainment Inc.

4353 Park Terrace Drive

Westlake Village, California 91361

Ladies and Gentlemen:

 

We have acted as counsel to Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company of 2,453,472 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, pursuant to the Registration Statement on Form S-3, as amended (Registration No. 333-188121), filed on August 13, 2013 with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the Commission on August 22, 2013 (as amended or supplemented, the “Registration Statement”), the related prospectus dated August 22, 2013 (the “Base Prospectus”), and the prospectus supplement relating to the offering of the Shares dated the date hereof (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) which will be filed by the Company with the Commission pursuant to Rule 424(b)(5) under the Securities Act. The offering of the Shares is being made pursuant to a Common Stock Purchase Agreement, dated October 18, 2013, between the Company and Putnam Equity Spectrum Fund (the “Purchase Agreement”). We are rendering this opinion to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement and Prospectus.

 

We have examined the originals, or duplicates or certified or conformed copies, of the Registration Statement, the Prospectus, the Purchase Agreement and such other corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

 

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and delivered in the manner contemplated by the Registration Statement and the Prospectus and pursuant to the terms of the Purchase Agreement, and upon receipt by the Company of the consideration therefor, the Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K to be filed by the Company on October 21, 2013 and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement.

 

Very truly yours,

 

/s/McDermott Will & Emery LLP

 

McDermott Will & Emery LLP

 

 

 

U.S. practice conducted through McDermott Will & Emery LLP.

340 Madison Avenue New York New York 10173-1922 Telephone: +1 212 547 5400 Facsimile: +1 212 547 5444 www.mwe.com