Attached files
| file | filename |
|---|---|
| 8-K - PARKERVISION INC | fp0002185_8k.htm |
| EX-1.1 - PARKERVISION INC | fp0002185_ex1-1.htm |
| EX-4.2 - PARKERVISION INC | fp0002185_ex4-2.htm |
| EX-10.1 - PARKERVISION INC | fp0002185_ex10-1.htm |
| EX-99.1 - PARKERVISION INC | fp0002185_ex99-1.htm |
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Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-1901
(212) 818-8800
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facsimile
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direct dial number
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October 29, 2010
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256
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Re:
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Ladies and Gentlemen:
We have acted as counsel for ParkerVision, Inc., a Florida corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-3 (File No. 333-156571) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on January 5, 2009, which was declared effective on January 20, 2009, including the base prospectus included therein, and the prospectus supplement thereto, dated October 28, 2010 (the “Prospectus Supplement”), relating to the issuance and sale by the Company of 8,582,602 shares (the “Shares”) of common stock, par value $.01 per share (“Common Stock”), 4,291,298 warrants (the “Warrants”), each to purchase one share of Common Stock (“Warrants”), and 4,291,298 shares (“Warrant Shares”) of Common Stock issuable upon exercise of the Warrants, filed pursuant to Rule 424(b) promulgated under the Act. The Shares and the Warrants will be issued separately and will be transferable separately immediately upon issuance. The Shares and the Warrants are to be sold as described in the Registration Statement and the Prospectus Supplement.
In rendering the opinion set forth below, we have reviewed (a) the Prospectus Supplement; (b) the Registration Statement and the exhibits thereto; (c) the Company’s Articles of Incorporation, as amended; (d) the Company’s Bylaws, as amended; (e) certain records of the Company’s corporate proceedings as reflected in its minute books; and (f) such statutes, records and other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinions hereinafter expressed.
Based upon the foregoing, we are of the opinion that:
ParkerVision, Inc.
October 29, 2010
Page 2
1. The Shares and Warrant Shares, when sold and issued in accordance with the Prospectus Supplement and in accordance with the terms of the applicable purchase agreement or the Warrant, as appropriate, against payment therefor, will be duly authorized, validly issued, fully paid and non-assessable; and
2. The Warrants, when sold and issued in accordance with the applicable Prospectus Supplement and in accordance with the terms of the applicable purchase agreement and warrant agreement, constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
No opinion is expressed herein other than as to the laws of the State of New York and the federal securities law of the United States of America. Where an opinion is referenced to Florida law, or matters that would ordinarily relate to or be governed by Florida law, we have assumed for the purposes of this opinion that the law of Florida is the same as the law of New York.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as counsel to the Company, and to all references made to us in the Registration Statement and the prospectuses forming a part thereof. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Graubard Miller