Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K REGISTERED DIRECT OFFERING - ION GEOPHYSICAL CORP | io20210214_8k.htm |
| EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - ION GEOPHYSICAL CORP | ex_226513.htm |
| EX-10.1 - EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT - ION GEOPHYSICAL CORP | ex_226518.htm |
| EX-1.1 - EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT - ION GEOPHYSICAL CORP | ex_226510.htm |
Exhibit 5.1
February 16, 2021
ION Geophysical Corporation
2105 CityWest Blvd. Suite 100
Houston, Texas 77042-2839
Re: ION Geophysical Corporation; Registration Statement on Form S-3
We have acted as counsel to ION Geophysical Corporation, a Delaware corporation (the “Company”), in connection with the registration of the offer and sale of up to 2,990,001 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share, pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-234606) filed on November 8, 2019 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 23, 2019 (the “Registration Statement”).
The offering and sale of the Shares are being made pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 16, 2021, by and among the Company and the purchasers identified in the signature pages thereto.
We have examined copies of the Purchase Agreement, the Registration Statement, the base prospectus that forms a part thereof (the “Base Prospectus”) and the prospectus supplement thereto dated February 16, 2021 related to the offering of the Shares filed by the Company in accordance with Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of and in the manner contemplated by the Purchase Agreement and the Prospectus, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America and the Delaware General Corporation Law of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on or about the date hereof, for incorporation by reference into the Registration Statement.
Very truly yours,
/s/ Winston & Strawn LLP
Winston & Strawn LLP