Exhibit 5.1

 

     12670 High Bluff Drive
   San Diego, California 92130
   Tel: +1.858.523.5400  Fax: +1.858.523.5450
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
   Barcelona   Moscow
   Beijing   Munich
   Boston   New York
   Brussels   Orange County
   Century City   Paris
   Chicago   Riyadh
December 5, 2016    Dubai   Rome
   Düsseldorf   San Diego
   Frankfurt   San Francisco
   Hamburg   Seoul
   Hong Kong   Shanghai
   Houston   Silicon Valley
   London   Singapore
Airgain, Inc.    Los Angeles   Tokyo
3611 Valley Centre Drive, Suite 150    Madrid   Washington, D.C.
San Diego, CA 92130    Milan  
   File No. 042073-0009

 

  Re: Registration Statement No. 333-214794; 2,587,500 shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Airgain, Inc., a Delaware corporation (the “Company”), in connection with the proposed sale of up to 1,567,500 shares (including up to 317,500 shares subject to the underwriters’ option to purchase additional shares) of common stock, $0.0001 par value per share (the “Common Stock”), by the Company (the “Company Shares”) and up to 1,020,000 shares (including up to 20,000 shares subject to the underwriters’ option to purchase additional shares) of Common Stock by the selling stockholders identified in the Registration Statement (as defined herein) (the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2016 (File No. 333-214794) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the 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.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (i) when the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most


December 5, 2016

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recently filed as an exhibit to the Registration Statement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, fully paid and nonassessable, and (ii) the Selling Stockholder Shares have been duly authorized by all necessary corporate action of the Company, validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Latham & Watkins LLP