Attached files

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8-K - 8-K - Turtle Beach Corpd131781d8k.htm
EX-1.1 - EX-1.1 - Turtle Beach Corpd131781dex11.htm
EX-99.1 - EX-99.1 - Turtle Beach Corpd131781dex991.htm

Exhibit 5.1

 

LOGO

 

3883 Howard Hughes Parkway
Suite 1100
Las Vegas, NV 89169

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 Company’s 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.


LOGO

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.