Attached files
| file | filename |
|---|---|
| S-1/A - Avantair, Inc | v172078_s1a.htm |
| EX-23.1 - Avantair, Inc | v172078_ex23-1.htm |
| EX-10.18 - Avantair, Inc | v172078_ex10-18.htm |
| EX-10.19 - Avantair, Inc | v172078_ex10-19.htm |
| EX-10.17 - Avantair, Inc | v172078_ex10-17.htm |
| EX-10.13 - Avantair, Inc | v172078_ex10-13.htm |
| EX-10.14 - Avantair, Inc | v172078_ex10-14.htm |
| EX-10.16 - Avantair, Inc | v172078_ex10-16.htm |
| EX-10.15 - Avantair, Inc | v172078_ex10-15.htm |
|
[LETTERHEAD
OF DLA PIPER LLP (US)]
|
DLA
Piper LLP (US)
1251
Avenue of the Americas
New
York, New York 10020-1104
T
212.335.4500
F
212.335.4501
W
www.dlapiper.com
|
January
25, 2009
Avantair,
Inc.
4311
General Howard Drive
Clearwater,
FL 33762
Ladies
and Gentlemen:
We have
acted as counsel to Avantair, Inc., a Delaware corporation (the “Company”), in
connection with the registration by the Company, of 11,425,307 shares of common
stock, par value $0.0001 per share (the “Shares”) under the
Securities Act of 1933, as amended (the “Securities Act”), on
a Registration Statement on Form S-1 (File No. 333-163152), filed with the
Securities and Exchange Commission (the “Commission”) on
November 17, 2009, as amended by Amendment No. 1 thereto, filed on the date
hereof, to register certain resales of the Shares by the selling stockholders
named in the Registration Statement. This opinion is being provided at your
request in connection with the filing of the Registration
Statement.
In
rendering the opinion expressed herein, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents: (a) the Registration Statement; (b) the Certificate of Incorporation,
as in effect on the date hereof, certified by the Secretary of State of the
State of Delaware, and the Bylaws, as in effect on the date hereof, of the
Company; certified as being accurate by an officer of the Company, (c)
resolutions of the Board of Directors of the Company authorizing the issuance of
the Shares and other records of the Company and (d) such other instruments,
agreements or documents as we have considered necessary to the rendering of the
opinion expressed below.
In our
examination of the aforesaid documents, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies (and the authenticity of the originals
of such copies), and the accuracy and completeness of all public records
reviewed by us. In making our examination of documents executed by parties other
than the Company, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder, and we have also
assumed the due authorization by all requisite action, corporate or other, and
the valid execution and delivery by such parties of such documents and the
validity, binding effect and enforceability thereof with respect to such
parties.
Based
upon the foregoing and having regard for such legal considerations as we deem
relevant, we are of the opinion and advise you that the Shares have been duly
authorized and validly issued and are fully paid and nonassessable.
In
addition to the qualifications set forth above, this opinion is subject to the
qualification that we express no opinion as to the laws of any jurisdiction
other than the Delaware General Corporation Law.
The
foregoing opinion is rendered as of the date hereof. We assume no obligation to
update such opinion to reflect any facts or circumstances which may hereafter
come to our attention or changes in the law which may hereafter occur. We
consent to your filing this opinion as an exhibit to the Registration Statement
and to the reference to our firm contained under the heading “Legal Matters,”
but in giving such consent do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very
truly yours,
/s/ DLA
Piper LLP (US)
DLA
Piper LLP (US)