Exhibit 5.1

 

 

October 11, 2016

 

Global Eagle Entertainment Inc.

4553 Glencoe Avenue, Suite 300

Los Angeles, California 90292

 

Re:        Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have acted as special counsel to Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-3 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), and offer and sale by certain selling stockholders set forth in the prospectus contained in the Registration Statement and any supplement to the prospectus, of up to 6,827,431 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (“Common Stock”), and up to 3,108,808 shares of Common Stock that may be issued as deferred consideration (the “Additional Shares”) under the terms of that certain Interest Purchase Agreement, dated May 9, 2016, by and between the Company and EMC Acquisition Holdings, LLC (the “Purchase Agreement”).

 

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

 

In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Second Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof, (ii) the Amended and Restated Bylaws of the Company, as in effect on the date hereof, (iii) the Registration Statement, (iv) the Purchase Agreement and (v) resolutions of the Board of Directors of the Company, relating to, among other matters, the issuance of the Shares and the filing of the Registration Statement. We have also examined and relied upon such records of the Company and other instruments, certificates of public officials and representatives of the Company and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to certain facts material to this opinion letter, we have relied without independent verification upon oral and written statements and representations of officers and other representatives of the Company.

 

On the basis of the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that (i) the Shares have been duly authorized

 

 

and are validly issued, fully paid and non-assessable and (ii) the Additional Shares have been duly authorized and, when the Additional Shares are issued in accordance with the terms of the Purchase Agreement, the Additional Shares will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are based upon and limited to the General Corporation Law of the State of Delaware, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing. We express no opinion herein as to any other laws, statutes, regulations or ordinances.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

 

	Very truly yours,
	/s/ Winston & Strawn LLP

 

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