SATS EchoStar Corporation

 

Exhibit 5.1

 

 

 

November 5, 2024

 

EchoStar Corporation
100 Iverness Terrace E.
Englewood, CO 80112

 

Ladies and Gentlemen:

 

I am the Chief Legal Officer and Secretary of EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Company”). I have acted as counsel in connection with the registration statement filed on Form S-3 (the “Initial Registration Statement”), as amended by Post-Effective Amendment No. 1 (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined therein) as co-registrants, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), which includes a base prospectus (the “Base Prospectus”), relating to the registration of an indeterminate amount of securities of EchoStar, including (i) shares of Class A common stock of EchoStar, par value $0.001 per share (the “Class A common stock”), (ii) shares of preferred stock of EchoStar, par value $0.001 per share (the “Preferred Stock”), (iii) one or more series of EchoStar’s debt securities (the “Debt Securities”) to be issued under an indenture to be entered into between EchoStar, as issuer, and a trustee (an “Indenture”), (iv) subscription rights evidencing the right to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (the “Subscription Rights”), (v) guarantees of Debt Securities (“Guarantees”), (vi) warrants to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (the “Warrants”), and (vii) units that include any of the Class A common stock, Preferred Stock, Debt Securities, Subscription Rights, Guarantees, Warrants, in any combination (the “Units” and, together with the Class A common stock, the Preferred Stock, the Debt Securities, the Subscription Rights, the Guarantees, and the Warrants, the “Securities”). The Securities are to be sold from time to time as set forth in the Registration Statement, the Base Prospectus and supplements to the Base Prospectus (the “Prospectus Supplements”). The Subscription Rights may be issued under one or more subscription rights agreements (each, a “Subscription Rights Agreement”) between the Company and a third party to be identified therein as rights agent. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a third party to be identified therein as unit agent. The Indenture, the Subscription Rights Agreement, the Warrant Agreement and the Unit Agreement are collectively referred to herein as the “Agreements.”

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

I have reviewed originals, or copies certified or otherwise identified to my satisfaction as copies of originals, of the various proceedings taken by EchoStar, and I have examined such other agreements, instruments, documents and corporate records of EchoStar as I have deemed necessary or appropriate in order to deliver this opinion.

 

 

In rendering the opinions expressed below, I have assumed that (i) the Registration Statement and any supplements and amendments thereto will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of any Securities thereunder), (ii) a Prospectus Supplement will have been filed with the Commission describing the Securities offered thereby, (iii) the definitive terms of each class or series of Securities will have been established in accordance with the authorizing resolutions adopted by the board of directors of the Company (the “Board of Directors”) (or an authorized committee thereof), any Certificate of Designation (as defined below), as applicable, applicable law and in conformity with such Security’s applicable Agreement, (iv) the resolutions authorizing the Company to issue, offer and sell the Securities will have been adopted by the Board of Directors (or an authorized committee thereof) and will be in full force and effect at all times when the Securities are offered or sold by the Company, (v) the Securities will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and applicable Prospectus Supplement(s), (vi) that a definitive purchase, underwriting, subscription, placement agency or similar agreement with respect to the Securities offered under the Registration Statement will have been duly and validly executed and delivered by the Company and the other parties thereto, (vii) any Debt Securities, Subscription Rights, Guarantees, Warrants or Units offered under the Registration Statement, and the related Agreement, will be executed in the forms incorporated by reference in the Registration Statement, and (viii) each Agreement will be duly authorized, executed and delivered, by all of the parties thereto, and each party to each of the Agreements will satisfy all other legal requirements that are applicable to it to the extent necessary to make each Agreement enforceable against it.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, I am of the opinion that:

 

(1)            Class A Common Stock. When (i) the Registration Statement has become effective under the Act, (ii) the terms of sale of the Class A common stock have been duly established in conformity with EchoStar’s amended and restated articles of incorporation, and (iii) certificates representing such shares of Class A common stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable purchase, underwriting, subscription, placement agency or similar agreement approved by the Board of Directors (or an authorized committee thereof), or (b) upon the exercise, conversion or component of any Securities in accordance with the terms of such Securities or applicable Agreement providing for such conversion or exercise as approved by the Board of Directors (or an authorized committee thereof), upon payment of the consideration therefor (not less than the par value of the Class A common stock) provided for therein, the Class A common stock will be validly issued, fully paid and nonassessable.

 

(2)            Preferred Stock. When (i) the Registration Statement has become effective under the Act, (ii) a Certificate of Designation (the “Certificate of Designation”) has been duly filed with the Secretary of State of the State of Nevada, (iii) the terms of the Preferred Stock and of its issuance and sale have been duly established in conformity with EchoStar’s amended and restated articles of incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon EchoStar and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over EchoStar, and (iv) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable purchase, underwriting, subscription, placement agency or similar agreement approved by the Board of Directors (or an authorized committee thereof), or (b) upon the exercise, conversion or component of any Securities in accordance with the terms of such Securities or applicable Agreement providing for such conversion or exercise as approved by the Board of Directors (or an authorized committee thereof), upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein, the Preferred Stock will be validly issued, fully paid and nonassessable.

 

 

The opinions expressed above are limited to questions arising under the law of the State of Nevada. I do not express any opinion as to the law of any other jurisdiction. With respect to all matters of New York law and United Kingdom law, I note that you have received opinions, dated as of the date hereof, of White & Case LLP. With respect to certain matters of Colorado law and Nevada law, I note that you have received an opinion, dated as of the date hereof, of Brownstein Hyatt Farber Schreck, LLP. I express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, I have assumed such matters.

 

The opinions expressed above are as of the date hereof only, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. I assume no responsibility to update this opinion letter for, or to advise you of, any facts or circumstances of which I become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.

 

I have relied as to certain matters on information obtained from public officials, officers of EchoStar and other sources believed by me to be responsible.

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the making of the statements with respect to me which are set forth under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

 

	Very truly yours,
	By:	/s/ Dean A. Manson
	Name: Dean A. Manson Title: Chief Legal Officer and Secretary

 

 

Exhibit 5.2

 

 

 

 

November 5, 2024 

EchoStar Corporation 9601 South Meridian Boulevard Englewood, Colorado 80112

Re:	EchoStar Corporation – Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as New York counsel to EchoStar Corporation, a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Initial Registration Statement”), as amended by Post-Effective Amendment No. 1 (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined therein) as co-registrants, and the related base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), relating to the registration for issue and sale by the Company and Subsidiary Guarantors from time to time, under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of the following securities of the Company or the Subsidiary Guarantors, in the case of the Guarantees (as defined below): (i) the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), (ii) preferred stock of the Company, par value $0.001 per share (“Preferred Stock”), (iii) one or more series of the Company’s debt securities (collectively “Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and a trustee (an “Indenture”), (iv) subscription rights evidencing the right to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (“Rights”), (v) guarantees of Debt Securities by the Subsidiary Guarantors (“Guarantees”), (vi) warrants to purchase Class A common stock, Preferred Stock or Debt Securities, or any combination thereof (“Warrants”) and (vii) units that include any of the Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants, in any combination (the “Units”), in each case as contemplated by the Registration Statement. The Rights may be issued under one or more subscription rights agreements (each, a “Subscription Rights Agreement”) between the Company and a third party to be identified therein as rights agent. The Guarantees may be issued under one or more security agreements (each, a “Security Agreement”) between the Company and a third party to be identified therein as collateral agent. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a third party to be identified therein as unit agent. The Indenture, the Subscription Rights Agreement, the Security Agreement, the Warrant Agreement and the Unit Agreement are herein collectively referred to herein as the “Agreements.”

 

 

The Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants and Units, plus any additional Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants and Units that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”

 

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.

 

In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company and Subsidiary Guarantors as we deemed necessary for the purposes of the opinion set forth in this opinion letter.

 

We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and Subsidiary Guarantors and of public officials and upon statements and information furnished by officers and representatives of the Company and Subsidiary Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us and the accuracy of all statements in certificates of officers of the Company and Subsidiary Guarantors that we reviewed.

 

In addition, in rendering the opinions expressed below, we have assumed that: (i) each party to each Agreement is or will be duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has, and had at all relevant times, full power and authority to execute and deliver, and to perform its obligations under, each Agreement to which it is a party, (ii) that each of the Debt Securities, Rights, Guarantees, Warrants and Units and applicable Agreements governing such Securities will be governed by the internal laws of the State of New York, (iii) that each Agreement will be duly authorized, executed and delivered, by all of the parties thereto, and each party to each of the Agreements will satisfy all other legal requirements that are applicable to it to the extent necessary to make each Agreement enforceable against it, (iv) that each Agreement will constitute the valid, binding and enforceable obligation of all of the parties thereto under all applicable laws; provided, however, that this assumption is not made as to the Company or Subsidiary Guarantors to the extent expressly addressed in our opinion in this opinion letter, (v) that the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will not (A) contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents, (B) contravene any laws or governmental rules or regulations that may be applicable to such party or its assets, (C) contravene any judicial or administrative judgment, injunction, order or decree that is binding upon such party or its assets, or (D) breach or result in a default under any contract, indenture, lease, or other agreement or instrument applicable to or binding upon such party or its assets, (vi) that all consents, approvals, licenses, authorizations, orders of, and all filings or registrations with, any governmental or regulatory authority or agency required under the laws of any jurisdiction for the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will be obtained or made and are in full force and effect and (vii) that there are no agreements or other arrangements that modify, supersede, novate, terminate or otherwise alter any of the terms of any Agreement.

 

 

Based upon the foregoing assumptions and assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that when the Registration Statement becomes effective under the Securities Act and when the applicable Agreements have been duly authorized and executed by all necessary corporate action of the Company and Subsidiary Guarantors (and, in the case of an Indenture, authenticated by the trustee in accordance with the provisions of the applicable Indenture), and when the applicable Security is duly delivered by or on behalf of the Company or Subsidiary Guarantors against payment therefor in accordance with the applicable Agreement, and in the manner contemplated by the Registration Statement and Prospectus and pursuant to any corporate action necessary to authorize and approve the issuance and terms, in each case, of any Debt Securities, Rights, Guarantees, Warrants and Units, such Securities will constitute valid and binding obligations of the Company or Subsidiary Guarantors, as applicable, enforceable against the Company and Subsidiary Guarantors, as applicable, in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).

 

The opinion expressed above is limited to questions arising under the law of the State of New York. We do not express any opinion as to the laws of any other jurisdiction. Various issues concerning the laws of the State of Nevada are addressed in the opinion of Dean A. Manson filed as an exhibit to the Registration Statement. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with the Company’s and Subsidiary Guarantors’ consent, assumed such matters.

 

This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

 

The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby 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/ White & Case LLP

 

 

MAD: DGD: MBR: AJE: PJM: BM: SA

 

 

 

Exhibit 5.3

 

	Brownstein Hyatt Farber Schreck, LLP
	303.223.1100 main
	675 Fifteenth Street, Suite 2900
	Denver, Colorado 80202

 

November 5, 2024

 

EchoStar Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

 

To the addressee set forth above:

 

We have acted as local Nevada counsel and local Colorado counsel to EchoStar Corporation, a Nevada corporation (the “Company”), DBSD Corporation, a Colorado corporation (“DBSD”), Gamma Acquisition L.L.C., a Colorado limited liability company (“GALLC”), and Gamma Acquisition HoldCo, L.L.C., a Colorado limited liability company (together with DBSD and GALLC, the “Colorado Guarantors”, and together with the Company, the “Opinion Parties”), in connection with the filing by the Company and the other registrants named therein, including the Colorado Guarantors, of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-276368 (as so amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including the prospectus set forth therein (the “Prospectus”), relating to the registration for offering and sale from time to time by the Company of an indeterminate number of the following securities: (i) shares (the “Common Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which include any shares of Class A Common Stock issuable upon the (a) conversion or exchange, as applicable, of any Preferred Shares (as defined below) or Debt Securities (as defined below) convertible or exchangeable into shares of Class A Common Stock and (b) exercise of any Warrants (as defined below) or Subscription Rights (as defined below) to purchase shares of Class A Common Stock; (ii) shares (the “Preferred Shares”, and together with the Common Shares, the “Shares”) of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), in one or more series, which include any shares of Preferred Stock issuable upon the (a) conversion or exchange, as applicable, of any Debt Securities convertible or exchangeable into shares of Preferred Stock and (b) exercise of any Warrants or Subscription Rights to purchase shares of Preferred Stock; (iii) debt securities (the “Debt Securities”) to be issued in one or more series pursuant to one or more indentures, in substantially the form filed as an exhibit to the Registration Statement (each, an “Indenture”), which include any Debt Securities issuable upon the exercise of any Warrants or Subscription Rights to purchase Debt Securities; (iv) guarantees of the Debt Securities (the “Guarantees”) by certain of the Company’s subsidiaries, including the Colorado Guarantors, issuable under one or more Indentures or supplements thereto; (v) subscription rights to purchase shares of Class A Common Stock, shares of Preferred Stock, Debt Securities or any combination thereof (the “Subscription Rights”), to be evidenced pursuant to the applicable subscription rights certificate (each, a “Subscription Rights Certificate”); (vi) warrants to purchase shares of Class A Common Stock, shares of Preferred Stock, Debt Securities or any combination thereof (the “Warrants”), to be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”); (vii) units (the “Units”, and together with the Shares, the Debt Securities, the Guarantees, the Subscription Rights and the Warrants, the “Securities”) comprising any combination of the foregoing Securities, issued pursuant to one or more unit agreements (each, a “Unit Agreement”). This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 

www.bhfs.com

 

 

EchoStar Corporation

November 5, 2024

Page 2

 

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Opinion Parties in connection with the registration of the Securities as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinions expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus, and the terms of the issuances of any Securities will be in compliance with applicable laws.

 

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the articles of incorporation and bylaws, or the articles of organization and operating agreements, as applicable, each as amended to date, of each of the Opinion Parties (collectively, the “Governing Documents”), and (iii) such agreements, instruments and other documents, or forms thereof, and such corporate or limited liabilty company records (including resolutions of the board of directors or the sole member, as applicable) of each of the Opinion Parties, as we have deemed necessary or appropriate. For purposes of issuing this opinion letter, we have also obtained from officers and other representatives and agents of the Opinion Parties and from public officials, and have relied upon, such certificates, representations and assurances, and such public filings, as we have deemed necessary or appropriate.

 

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each agreement, instrument and other document (or form thereof) we have reviewed or which is referenced herein has been or will be duly executed and delivered by the parties thereto to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) any and all (a) agreements, instruments and other documents relating to the offering, issuance or sale of any Securities, including, without limitation, any and all underwriting agreements, purchase agreements, Indentures (including any officer’s certificate(s) or supplemental indenture(s) relating thereto), (b) document(s) or instrument(s) evidencing any Guarantees (including any Indenture(s), and any officer’s certificate(s) or supplemental indenture(s) relating thereto), (c) subscription rights agreement(s) (incluidng each Subscription Rights Certificate contemplated thereby), (d) placement notice(s), (e) Warrant Agreement(s) (including each warrant certificate contemplated thereby), (f) Unit Agreement(s) (including each unit certificate contemplated thereby) and (g) Certificate(s) of Designation (as defined below) (collectively, the “Securities Documents”), have been or will be duly authorized, executed and delivered by each of the Opinion Parties and any other parties thereto, as applicable; (iii) each of the Securities Documents, the form of which has been or will be filed as an exhibit to the Registration Statement, has been or will be executed in substantially the form of such exhibit; (iv) the obligations of each party set forth in the Securities Documents are or will be its valid and binding obligations, enforceable in accordance with their respective terms; (v) no Securities have been or will be offered, issued or sold in violation or breach of, nor will any such offering, issuance or sale result in violation of or a default under, the Governing Documents, any agreement or instrument that is binding upon any of the Opinion Parties, or any order, requirement or restriction issued or imposed by any governmental or regulatory agency, authority or body; (vi) (a) each Opinion Party has taken or will take all corporate or limited liability company, as applicable, action required in connection with the authorization, offering, issuance and sale of any Securities (including, without limitation, any Securities or other securities of the Opinion Parties underlying, or issued or sold pursuant to or upon conversion, exchange or exercise of, any Securities, or any other agreement or arrangement), (b) all Securities have been or will be offered, issued and sold in compliance with all applicable laws, rules and regulations, the Governing Documents and the relevant Securities Documents in effect at all relevant times, and (c) any and all certificates evidencing Shares, Subscription Rights, Warrants or Units are or will be properly signed, registered and delivered, as necessary, in accordance with all applicable laws, rules and regulations, the Governing Documents and the relevant Securities Documents (collectively, “Corporate Proceedings”); (vii) the voting rights, designations, preferences, limitations, restrictions, privileges and relative rights of each series of Preferred Stock (including the Preferred Shares) have been or will be fixed and set forth in a certificate of designation relating to such series, prepared in the form prescribed by applicable law, duly signed by an officer of the Company and properly filed with the Nevada Secretary of State (each, a “Certificate of Designation”), and at no time will the total number of shares of Preferred Stock designated pursuant to all then-effective Certificates of Designation exceed the total number of shares of Preferred Stock then authorized under the Company’s articles of incorporation; (viii) after any issuance of Preferred Shares, the total number of issued and outstanding shares of each series thereof, together with the total number of shares of such series then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement (including pursuant to the terms of any Securities) or otherwise, will not exceed the total number of shares of such series then designated under the Certificate of Designation for such series; (ix) after any issuance of Common Shares, the total number of issued and outstanding shares of Class A Common Stock, together with the total number of shares of Class A Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement (including pursuant to the terms of any Securities), or otherwise, will not exceed the total number of shares of Class A Common Stock then authorized under the Company’s articles of incorporation; (x) the statements of fact and representations and warranties set forth in the documents we have reviewed are, or at all relevant times will be, true and correct as to factual matters; (xi) each natural person executing a document has or will have sufficient legal capacity to do so; (xii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and any document submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; and (xiii) all corporate and limited liability company, as applicable, records made available to us by the Opinion Parties, and all public records we have reviewed, are accurate and complete.

 

 

EchoStar Corporation

November 5, 2024

Page 3

 

We are qualified to practice law in the States of Nevada and Colorado. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada and the general corporate and limited liability company laws of the State of Colorado, each as in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or to the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, any state securities or “Blue Sky” laws, rules or regulations, any federal or state bankruptcy or insolvency laws or other laws, rules or regulations relating to fraudulent transfers, or any federal or state laws, rules, or regulations relating to broadcast communications, including any rules or regulations promulgated by the Federal Communications Commission or any similar or equivalent state regulatory agency.

 

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

 

1.            If and when all Corporate Proceedings have been taken and completed in respect of any offering, issuance or sale of Shares, and to the extent such Shares have been issued in accordance with all applicable terms and conditions set forth in the relevant Securities Documents and any relevant Certificates of Designation, including the proper conversion, exchange or exercise of any Securities, and payment in full of all consideration required therefor as authorized by such Corporate Proceedings and prescribed by such Securities Documents, Certificates of Designation and other Securities, as applicable, such Shares will be duly authorized, validly issued, fully paid and nonassessable.

 

2.            If and when all Corporate Proceedings have been taken and completed in respect of any offering, issuance or sale of Debt Securities, Guarantees, Subscription Rights, Warrants or Units, such Securities will be duly authorized.

 

The opinions expressed herein are based upon the applicable laws of the States of Nevada and Colorado and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Brownstein Hyatt Farber Schreck, LLP

 

 

 

Exhibit 5.4

 

 

5 November 2024
DBSD Services Limited
5 Aldermanbury Square
13th Floor
London
EC2V 7HR

 

(together, “you” or “your”)

 

DBSD Services Limited (the “Company”)

 

We have acted as English legal advisers to the Company in connection with the registration statement on Post-Effective Amendment No. 1 to Form S-3 dated 4 November 2024 (the “Registration Statement”) to which this opinion has been filed as an exhibit. The Registration Statement amends the registration statement on Form S-3 filed by EchoStar Corporation (the “Issuer”) on 4 January 2024 which relates to the registration (the “Registration”) under the US Securities Act of 1933, as amended (the “Securities Act”) of securities that may be issued by the Issuer from time to time, including debt securities that may be issued by the Issuer (the “Debt Securities”). The Issuer may issue the Debt Securities from time to time in one or more series pursuant an indenture to be entered into between the Issuer and a trustee to be named therein and to be governed by the laws of the State of New York (as amended, supplemented or otherwise modified, the “Indenture”). The Debt Securities, if issued by the Issuer, may be fully and unconditionally guaranteed on a joint and several basis by the guarantors named in the Registration Statement, including the Company (the “Guarantees”).

 

This opinion is limited to English law. We do not undertake to advise you of any changes in our opinions expressed in this letter resulting from matters that may arise after the date of this letter or that hereafter may be brought to our attention. This opinion is given on the basis that it will be governed by, and construed in accordance with, English law and that any dispute arising out of, or in connection with, it shall be subject to the exclusive jurisdiction of the English courts.

 

For the purposes of this opinion, we have examined each of the documents listed in Appendix 1.

 

(a)

On 1 November 2024 we carried out a search of the Companies House online database and on 1 November 2024 we carried out a search of the filing history page of the Companies House online database in respect of DBSD Services Limited (the “Company Searches”). The Company Searches did not reveal:

 

(i)

any current order or resolution for the winding-up of the Company;

 

(ii)

any current order for the administration of the Company;

 

(iii)

any current notice of appointment in respect of the Company of a liquidator, receiver, administrative receiver or administrator; or

 

(iv)

any current order for a moratorium in respect of the Company.

 

(b)

On 1 November 2024 at 11:33 a.m. London time an information services provider on our behalf made an enquiry of the Central Registry of Winding-up Petitions of the High Court (the “Winding-up Enquiry”) which indicated that no petition for the winding-up of the Company has been presented.

 

 

 

 

5 November 2024

 

On the assumptions set out in Appendix 2 and subject to the qualifications set out in Appendix 3, we are of the opinion that:

 

1.

the Company is incorporated in England and Wales and registered in England and Wales as a private limited company.

 

2.

the Company, when the applicable Indenture has been duly authorized and executed by all necessary action of the Issuer, the Company and the trustee, will have the requisite corporate capacity and power to enter into the Indenture to which it is a party and to perform its obligations related to the Guarantees thereunder.

 

3.

the execution by the Company of the Indenture to which it is a party, when the applicable Indenture has been duly authorized and executed by all necessary action of the Issuer, the Company and the trustee, will be duly authorised by all necessary corporate actions on the part of the Company and the execution and performance of its obligations under the Guarantees by the Company will not conflict with or result in any breach or violation by the Company of any term of its articles of association or of any law in force in England applicable to companies generally.

 

This letter is given solely in connection with the Registration Statement. We consent to the filing of this opinion letter as Exhibit 5.4 to the Registration Statement. We do not, by giving this consent or otherwise, concede that we are within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated under the Securities Act, or that we are “experts” in relation to any matters relating to the Debt Securities, the Guarantees or the Registration Statement, other than those matters governed by the laws of England and Wales.

 

Yours faithfully,

 

/s/ White & Case LLP

JG

 

 

Appendix 1

 

List of Documents Examined

 

1.

The Registration Statement.

 

2.

A copy of the written resolutions of the sole director of DBSD Services Limited at which a resolution was passed (the “DBSD Board Resolutions”).

 

3.

A copy of the written resolutions of the shareholders of DBSD Services Limited at which a resolution was passed (the “DBSD Shareholder Resolutions”).

 

4.

A copy of the certificate of an authorised signatory of DBSD Services Limited related to the DBSD Board Resolutions, the DBSD Shareholder Resolutions and the constitutional documents of DBSD Services Limited.

 

 

Appendix 2

 

Assumptions

 

1.

All signatures (including electronic signatures), stamps and seals are genuine, all documents submitted to us as originals are authentic and complete, all documents or extracts of documents submitted to us as copies or received by facsimile transmission or in portable document format (PDF) conform to the paper form originals and the person who has delivered or transmitted documents or extracts of documents to us was authorised to do so by the parties thereto and the person, if other than the person whose signature it purports to be, who affixed any electronic signature to the applicable Indenture on behalf of another person, had the authority of the latter person to do so.

 

2.

Any document examined by us in an unexecuted form will be or has been executed in the same form and that no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the documents since they were examined by us.

 

3.

Save that this assumption does not apply to the Company, each of the parties to the applicable Indenture has the capacity and authority to execute, deliver, and perform the same and has validly authorised, duly executed and delivered the applicable Indenture according to all applicable laws.

 

4.

The applicable Indenture will have been duly executed on behalf of the Company by the person authorised by the DBSD Board Resolutions passed at the relevant meeting referred to above.

 

5.

The DBSD Board Resolutions and the DBSD Shareholder Resolutions as specified in Appendix 1 are a true record of the matters described therein. The DBSD Board Resolutions and the DBSD Shareholder Resolutions were duly adopted, has not been amended or rescinded and is in full force and effect.

 

6.

In resolving to enter into the applicable Indenture, the sole director of the Company acted in good faith to promote the success of the Company for the benefit of its members and in accordance with any other duty, breach of which could give rise to the applicable Indenture and the related transactions being avoided.

 

7.

The information revealed by the Company Searches was accurate in all respects and has not, since the time of such search, been altered.

 

8.

The information provided by the information services provider in respect of the Winding-up Enquiry was accurate in all respects and has not, since the time of such enquiry, been altered.

 

9.

The Company was not unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 at the time it entered into, or will enter into, any of the applicable Indentures and the Company will not as a result of entering into the applicable Indenture or the transactions contemplated thereby be unable to pay its debts within the meaning of that section.

 

10.

The Company is not, and at the time of the entry into any Indenture will not be, in any form of insolvency or analogous process in any jurisdiction including, without limitation, the passing of a resolution for its voluntary winding up, the presentation of a petition, an application or order being made by a court for its winding up, dissolution or administration or the commencement of a moratorium and no receiver, trustee, administrator (whether out of court or otherwise), monitor or similar officer has been appointed in relation to the Company or any of its assets.

 

 

11.

Any requirement or provision of law of any jurisdiction (other than England) which might affect the legality or binding effect of the applicable Indenture or the enforceability thereof in any jurisdiction has been complied with.

 

12.

Where there are any arrangements involving any of the parties to the applicable Indenture none of them modify or supersede any of the respective terms of the applicable Indenture or affect the conclusions in this opinion.

 

13.

We assume that the entry into the applicable Indenture by the Company, the assumption of its obligations thereunder and the consummation by the Company of the transactions contemplated therein does not constitute the giving of financial assistance in contravention of Section 678 or Section 679 of the Companies Act.

 

14.

In so far as this opinion relates to the obligations of and guarantees and security given by the Company under the applicable Indenture, such obligations, guarantees and security have been entered into or given in good faith and for the purposes of carrying on the Company’s business and that there are reasonable grounds for believing that the giving of such guarantee and security will promote its success for the benefit of the members as a whole.

 

15.

No law of any jurisdiction other than England or the interpretation of any provisions of the applicable Indenture under any law of any jurisdiction other than England would render the execution and delivery of the applicable Indenture by any party thereto, the performance of any obligations thereunder or the consummation of the transactions contemplated thereby, illegal or ineffective, or unenforceable or otherwise affect the conclusions of this opinion.

 

16.

The applicable Indenture constitute the entire agreement between the parties thereto and there are no other arrangements involving any of the parties to the applicable Indenture which modify or supersede any of their respective terms or which would affect the conclusions in this opinion.

 

 

Appendix 3

 

Qualifications

 

1.

The term “enforceable”, as used in this opinion, means that obligations assumed by the Company under the applicable Indenture to which it is a party are of a type which English courts and/or arbitral tribunals applying English law enforce and not that those obligations will necessarily be enforced, whether in court or arbitral proceedings in England or elsewhere, in accordance with their terms.

 

2.

The manner and extent to which the applicable Indenture are enforceable may be affected:

 

(a)

by laws relating to bankruptcy, insolvency, liquidation, administration, receivership, reorganisation, reconstruction (including, in relation to non-UK financial institutions, the Bank Recovery and Resolution Directive (Directive 2014/59/EU) as implemented in the relevant Member State), voidable transactions, moratoria or similar laws generally relating to or otherwise affecting creditors’ rights generally;

 

(b)

by the way in which the English courts and/or any arbitral tribunal applying English law exercise their inherent discretions;

 

(c)

by principles of English law limiting the enforcement or validity of certain terms;

 

(d)

by the implication of contractual terms by the English courts or by any arbitral tribunal applying English law;

 

(e)

by provisions of English law applicable to the vitiation, modification or discharge of contracts;

 

(f)

where the rights and obligations of the respective parties thereunder may be held to have been suspended, impaired or waived by representation, conduct or delay;

 

(g)

where, in the case of any guarantee or surety obligation, equitable defences may relieve a person of such obligations;

 

(h)

by a finding by the English courts or any arbitral tribunal applying English law that a provision of any of the applicable Indenture constitutes a penalty; and

 

(i)

by the interpretation or application of English law by an arbitral tribunal seated in England which is not bound by conflicts of laws as applied by an English court and therefore may differ to the manner in which an English court applies English conflicts of laws rules.

 

3.

Where there is a valid jurisdiction clause in favour of the English courts, the exercise of jurisdiction by the English courts is subject to the following:

 

(a)

an English court will generally only exercise jurisdiction to hear a case and give judgment against a defendant if the defendant has been served with the court proceedings or the court has dispensed with service and consequently where the defendant or its agent cannot be served and service has not been dispensed with, the English courts may not exercise jurisdiction;

 

(b)

an English court may refuse to assume or exercise jurisdiction when it concludes that it is required to do so by the Civil Jurisdiction and Judgments (Amendment) (EU Exit) Regulations 2019 or the Civil Jurisdiction and Judgments (Hague Convention on Choice of Court Agreements 2005) (EU Exit) Regulations 2018; and

 

 

(c)

an English court may stay proceedings on case management grounds if concurrent proceedings are being brought elsewhere.

 

4.

Claims under the applicable Indenture may become subject to a defence of set-off or satisfaction of a counterclaim or time barred under applicable limitation legislation.

 

5.

Any disposition of a company’s property (which may include the grant of security) made after the presentation of a winding up petition against such company will be void unless a court orders otherwise.

 

6.

We do not express any opinion as to the validity or efficacy of any provisions of the applicable Indenture which may circumvent fundamental insolvency law principles including, without limitation, those of mandatory set off and pari passu distribution to creditors, pursuant to the principles of public policy relating to insolvency law. In particular, the effectiveness of contractual subordination arrangements under English law is not definitively established either in legislation or in case law.

 

7.

We express no opinion on any provision of an applicable Indenture governed by, or interpreted or construed in accordance with, any law other than English law.

 

8.

We express no opinion on the legal validity and the enforceability of the applicable Indenture.

 

9.

The conclusions expressed in this opinion may be affected by the laws relating to recovery and resolution including the Bank Recovery and Resolution Directive (Directive 2014/59/EU, as amended), and (with respect to UK financial institutions only) the Banking Act 2009 and Part 12A of FSMA, the Financial Services Act 2012, those made under the European Union (Withdrawal) Act 2018 and any secondary legislation, instruments, rules and orders made or which may be made under, or to give effect to, any of them.

 

10.

We express no opinion as to the effect of any calculations (whether expressed in figures or words), formulae (whether expressed in figures or words), quantifications, diagrams, tables, technical specifications contained in the applicable Indenture, including whether or not any of the foregoing achieve the intended or desired legal and/or commercial effect of the parties to the applicable Indenture.

 

11.

Any provisions in the applicable Indenture which amount to agreements to agree may not be enforceable, and we express no opinion on their enforceability.

 

12.

The Company Searches are not capable of revealing conclusively whether or not:

 

a)

a winding-up order has been made or a resolution passed for the winding-up of a company; or

 

b)

an administration order has been made;

 

c)

a moratorium has commenced; or

 

d)

a receiver, administrative receiver, administrator, liquidator or monitor has been appointed,

 

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.

 

In addition, the Company Searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented or an application for a moratorium (or an extension to an existing moratorium) has been filed.

 

 

13.

The Winding-up Enquiry relates only to a compulsory winding-up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Central Registry of Winding-up Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of approximately four years prior to the date when the enquiry was made.

 

14.

The term “performance” as used in this opinion means that obligations assumed by the Company under the applicable Indenture are of a type which may be legally performed. We do not express any opinion as to the manner in which any of the obligations in the applicable Indenture are actually performed by the Company.

 

15.

We express no opinion as to the provisions of the applicable Indenture to the extent it purports to declare or impose a trust in respect of any payments or assets received by any person.

 

16.

Any guarantee or security given by a subsidiary may be unenforceable if giving that guarantee or security amounts to an unlawful distribution to its shareholders or a reduction in its capital. There are no decided cases on the point but, in our opinion if the directors of a company reasonably decide that no provision should be made in the financial statements of a company for their contingent liability under that guarantee or security, the giving of that guarantee or security should not amount to an unlawful distribution or reduction in capital.

 

17.

Any United Nations, United States, European Union or UK sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the applicable Indenture, may result in the obligations of other parties to the applicable Indenture being unenforceable or void or otherwise affected.

 

18.

We express no opinion in respect of the tax treatment of, or transactions contemplated by, the applicable Indenture or on any issues related to taxation.

 

19.

We express no opinion as to the accuracy or truth of any representations and warranties made by any party to the applicable Indenture.

 

20.

The effectiveness of provisions exculpating or limiting a party from liabilities or duties otherwise owed by such party or limiting the remedies available to a party is limited by law and may not be upheld by the English courts.

 

21.

An agreement or a provision in the applicable Indenture that is deemed to lack sufficient certainty (either because such provision is too vague or because it is incomplete) may be void for uncertainty or otherwise unenforceable.

 

22.

Any national or international economic sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the applicable Indenture, may result in the obligations of that party or parties to the applicable Indenture being unenforceable or void or otherwise affected and/or such parties being subject to civil and/or criminal penalties.

 

23.

Notwithstanding the generality of the assumptions and qualifications in this opinion, each assumption and qualification shall be assumed and/or deemed applicable on each of the date hereof and on the date of any applicable Indenture with respect to each opinion provided hereunder.

 

 

 

Exhibit 23.1

 

 

 

	KPMG LLP
	Suite 800
	1225 17th Street
	Denver, CO 80202-5598

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated February 29, 2024, with respect to the consolidated financial statements of EchoStar Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.

 

 

Denver, Colorado
November 4, 2024

 

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

 

 

 

Exhibit 25.1 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

 

 

ECHOSTAR CORPORATION

(Exact name of obligor as specified in its charter)

 

Nevada (State or other jurisdiction of incorporation or organization)	26-1232727 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

 

Northstar Wireless, LLC
(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	47-1752452 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

SNR Wireless HoldCo, LLC
(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	47-1718512 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

DBSD Corporation
(Exact name of registrant as specified in its charter)

 

Colorado (State or other jurisdiction of incorporation or organization)	35-2556718 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

 

Gamma Acquisition L.L.C.
(Exact name of registrant as specified in its charter)

 

Colorado (State or other jurisdiction of incorporation or organization)	45-2507625 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

Northstar Spectrum, LLC
(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	47-1742770 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

SNR Wireless LicenseCo, LLC
(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	47-1719104 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

 

DBSD Services Limited
(Exact name of registrant as specified in its charter)

 

United Kingdom (State or other jurisdiction of incorporation or organization)	98-0230168 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

Gamma Acquisition HoldCo, L.L.C.
(Exact name of registrant as specified in its charter)

 

Colorado (State or other jurisdiction of incorporation or organization)	33-1357351 (I.R.S. employer identification no.)
9601 South Meridian Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip code)

 

 

10.75% Senior Spectrum Secured New Notes due 2029
(Title of the indenture securities)

 

  

 

1.            General information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

	Name	Address
	Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
	Federal Reserve Bank	San Francisco, CA 94105
	Federal Deposit Insurance Corporation	Washington, DC 20429

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.  333-121948).

 

3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.  333-152875).

 

 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State Illinois, on the 31st day of October, 2024.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Ann Dolezal
		Name: Ann M. Dolezal
		Title: Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business June 30, 2024, published in accordance with Federal regulatory authority instructions.

 

		Dollar amounts
		in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			5,196
Interest-bearing balances			320,481
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			519
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment			0
LESS: Allowance for credit losses on loans and leases			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including right-of-use assets)			11,540
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			103,122
Total assets		$	1,297,171

 

 

LIABILITIES
Deposits:
In domestic offices			1,073
Noninterest-bearing			1,073
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			259,868
Total liabilities			260,941
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			106,831
Not available
Retained earnings			928,399
Accumulated other comprehensive income			0
Other equity capital components			0
Not available
Total bank equity capital			1,036,230
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,036,230
Total liabilities and equity capital			1,297,171

 

I, Shana Quinn, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Shana Quinn     )           CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Antonio I. Portuondo, President	)
Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)

 

 

v3.24.3

Submission	Nov. 04, 2024
Submission [Line Items]
Central Index Key	0001415404
Registrant Name	EchoStar CORP
Registration File Number	333-276368
Form Type	S-3
Submission Type	POSASR
Fee Exhibit Type	EX-FILING FEES

v3.24.3

Offerings - Offering: 1	Nov. 04, 2024
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Guarantees of Subsidiary Guarantors
Fee Rate	0.01531%
Offering Note	(1) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise conversion or exchange of other securities. (2) An indeterminate amount of securities to be offered from time to time at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). (3) An indeterminate aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

v3.24.3

Fees Summary	Nov. 04, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 0.00
Previously Paid Amount	0.00
Total Fee Amount	0.00
Total Offset Amount	0.00
Net Fee	$ 0.00

---