Attached files
file | filename |
---|---|
8-K - 8-K - Turtle Beach Corp | d131781d8k.htm |
EX-1.1 - EX-1.1 - Turtle Beach Corp | d131781dex11.htm |
EX-99.1 - EX-99.1 - Turtle Beach Corp | d131781dex991.htm |
Exhibit 5.1
3883 Howard Hughes Parkway 702.784.5200 702.784.5252 (Fax) www.swlaw.com |
DENVER
LAS VEGAS
LOS ANGELES
LOS CABOS
ORANGE COUNTY
PHOENIX
SALT LAKE CITY
TUCSON | |||
February 2, 2016
Turtle Beach Corporation
12220 Scripps Summit Drive, Suite 100
San Diego, CA 92131
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Turtle Beach Corporation, a Nevada corporation (the Company), in connection with certain matters of Nevada law arising out of the offering and sale of up to 5,750,000 shares (the Shares) of common stock, $0.001 par value per share, of the Company (which include up to 750,000 Shares which the underwriters have the option to purchase), pursuant to a Registration Statement on Form S-3 (Registration No. 333-188389), and all amendments thereto (collectively, the Registration Statement), filed by the Company with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), the related prospectus dated May 6, 2013 (the Base Prospectus) and the prospectus supplement dated February 2, 2016, filed with the Commission pursuant to Rule 424(b) under the Securities Act (the Prospectus Supplement). The Base Prospectus and the Prospectus Supplement are collectively referred to as the Prospectus.
We have examined the Registration Statement, the Prospectus, the Companys Articles of Incorporation and Bylaws, as amended, and such other resolutions, documents, records, certificates, memoranda, and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Our opinion is expressed only with respect to the laws set forth in Chapter 78 of the Nevada Revised Statutes, applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws. We express no opinion as to the applicability or compliance with or effect of federal law or the law of any jurisdiction other than Nevada.
Snell & Wilmer is a member of LEX MUNDI, The Leading Association of Independent Law Firms.
Turtle Beach Corporation
February 2, 2016
Page 2
Based upon our examination, subject to the assumptions stated above and relying on the statements in the documents we have examined, we are of the opinion that:
The Shares, when and if issued and delivered against the payment therefor in accordance with the terms of the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to a current report of the Company on Form 8-K and to the use of our name therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission thereunder.
It is understood that this opinion is to be used only in connection with the offer of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.