Attached files
file | filename |
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EX-23.3 - EX-23.3 CONSENT OF SHIELDS & COMPANY, INC. DATED NOVEMBER 4, 2009 - LogMeIn, Inc. | b77800exv23w3.htm |
EX-21.1 - EX-21.1 SUBSIDIARIES OF THE REGISTRANT - LogMeIn, Inc. | b77800exv21w1.htm |
EX-23.1 - EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - LogMeIn, Inc. | b77800exv23w1.htm |
S-1 - LOGMEIN, INC. - LogMeIn, Inc. | b77800sv1.htm |
Exhibit 5.1
November 5, 2009 |
LogMeIn, Inc.
500 Unicorn Park Drive
Woburn, MA 01801
500 Unicorn Park Drive
Woburn, MA 01801
Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-1 (File No.
333-___) (the Registration Statement) filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act), for the
registration of an aggregate of 3,450,000 shares of Common Stock (the Shares) of LogMeIn, Inc., a
Delaware corporation (the Company), of which (i) up to 100,000 Shares will be issued and sold by
the Company and (ii) up to 3,350,000 Shares (including 450,000 Shares to be sold upon exercise of
an over-allotment option granted by certain stockholders of the Company (the Selling
Stockholders)) will be sold by the Selling Stockholders.
The Shares are to be sold by the Company and the Selling Stockholders pursuant to an underwriting
agreement (the Underwriting Agreement) to be entered into by and among the Company, the Selling
Stockholders and J.P. Morgan Securities Inc. and Barclays Capital Inc., as representatives of the
several underwriters named in the Underwriting Agreement, the form of which has been filed as
Exhibit 1.1 to the Registration Statement.
We are acting as counsel for the Company in connection with the sale by the Company and the Selling
Stockholders of the Shares. We have examined signed copies of the Registration Statement as filed
with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of
meetings of the stockholders and the Board of Directors of the Company as provided to us by the
Company, stock record books of the Company as provided to us by the Company, the Certificate of
Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other
documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, the authenticity of the originals of such
latter documents and the legal competence of all signatories to such documents.
Our opinion in clause (ii) below, insofar as it relates to the Shares to be sold by the Selling
Stockholders being fully paid, is based solely on a certificate of the Chief Financial Officer of
the Company confirming the Companys receipt of the consideration called for by the applicable
resolutions authorizing the issuance of such shares.
LogMeIn, Inc.
November 5, 2009
Page 2
November 5, 2009
Page 2
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws
of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares to be issued and
sold by the Company have been duly authorized for issuance and, when such Shares are issued and
paid for in accordance with the terms and conditions of the Underwriting Agreement, such Shares
will be validly issued, fully paid and nonassessable and (ii) the Shares to be sold by the Selling
Stockholders have been duly authorized and are validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion
should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act and to the use of our name therein and in the related Prospectus under the
caption Legal Matters. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours, | ||||||
WILMER CUTLER PICKERING | ||||||
HALE AND DORR LLP | ||||||
By: | /s/ Susan L. Mazur, a Partner | |||||
Susan L. Mazur, a Partner |