Attached files
file | filename |
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S-1/A - Avantair, Inc | v176573_s1a.htm |
EX-23.1 - Avantair, Inc | v176573_ex23-1.htm |
EX-10.13 - Avantair, Inc | v176573_ex10-13.htm |
EX-10.14 - Avantair, Inc | v176573_ex10-14.htm |
Exhibit
5.1
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1251
Avenue of the Americas
New
York, New York 10020-1104
T
212.335.4500
F
212.335.4501
W
www.dlapiper.com
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March
8, 2010
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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 Amendments No. 1, 2 and 3 thereto (Amendment
No. 3 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,
certified by the Secretary of State of the State of Delaware, and the Bylaws 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.
We assume
no obligation to update the foregoing 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.
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Very
truly yours,
/s/
DLA Piper LLP (US)
DLA
Piper LLP (US)
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