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| Exhibit 5.1
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UTStarcom Holdings Corp. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands |
| D +852 3656 6054 / +852 3656 6010 |
| E nathan.powell@ogier.com cecilia.li@ogier.com | |
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| Reference: NMP/CQL/505187.00001 |
20 June 2023
Dear Sirs
UTStarcom Holdings Corp. (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 680,000 ordinary shares of a par value of US$0.015 each (the Shares), upon granting of certain awards under the Amended and Restated 2017 Equity Incentive Plan effective on 18 June 2023 (the Plan).
We are furnishing this opinion as Exhibits 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined copies or drafts of the following documents (the Documents):
Ogier British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg practitioners
Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com | Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Michael Snape Justin Davis |
Florence Chan Lin Han Cecilia Li Rachel Huang Richard Bennett James Bergstrom Marcus Leese |
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In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
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On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Valid Issuance of Shares
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as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion may be used only in connection with the issuance of the Shares while the Registration Statement is effective.
Yours faithfully
/s/ Ogier
Ogier
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