Attached files
file | filename |
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S-1/A - FORM S-1/A - BROADSOFT, INC. | w77389a4sv1za.htm |
EX-23.1 - EX-23.1 - BROADSOFT, INC. | w77389a4exv23w1.htm |
Exhibit 5.1
Darren K. DeStefano
(703) 456-8034
ddestefano@cooley.com
(703) 456-8034
ddestefano@cooley.com
June 14, 2010
BroadSoft, Inc.
220 Perry Parkway
Gaithersburg, Maryland 20877
220 Perry Parkway
Gaithersburg, Maryland 20877
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by
BroadSoft, Inc., a Delaware corporation (the Company) of a Registration Statement (No.
333-165484) on Form S-1 (the Registration Statement) with the Securities and Exchange Commission,
including a related prospectus filed with the Registration Statement (the Prospectus), covering
an underwritten public offering of up to eight million six hundred twenty-five thousand (8,625,000)
shares of common stock, which includes up to five million seven hundred seventy-nine thousand eight
hundred ninety-five (5,779,895) shares to be sold by the Company (the Company Shares), including
seven hundred thirty-one thousand seven hundred sixty-four (731,764) shares for which the
underwriters have been granted an over-allotment option and up to two million eight hundred
forty-five thousand one hundred five (2,845,105) shares to be sold by certain selling stockholders
(the Selling Stockholder Shares), including three hundred ninety-three thousand two hundred
thirty-six (393,236) Selling Stockholder Shares for which the underwriters have been granted an
over-allotment option.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement
and related Prospectus, (b) the Companys Eighth Restated Certificate of Incorporation and By-Laws,
as currently in effect, (c) the Companys First Certificate of Amendment to Eighth Restated
Certificate of Incorporation, as currently in
effect, (d) the Companys Second
Certificate of Amendment to Eighth Restated Certificate of
Incorporation, as currently in effect, (e) the Companys Amended and Restated Certificate of Incorporation, filed
as Exhibit 3.5 to the Registration Statement and the Companys Amended and Restated Bylaws, filed
as Exhibit 3.6 to the Registration Statement, each of which will be in effect upon the closing of
the offering contemplated by the Registration Statement and (f) the originals or copies certified
to our satisfaction of such records, documents, certificates, memoranda and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion expressed below. We
have assumed the genuineness and authenticity of all documents submitted to us as originals, and
the conformity to originals of all documents where due execution and delivery are a prerequisite
to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of
officers of the Company and have not sought to independently verify such matters. Our opinion is
expressed only with respect to the General Corporation Law of the State of Delaware.
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM
BroadSoft, Inc.
June 14, 2010
Page Two
June 14, 2010
Page Two
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company
Shares and the Selling Stockholder Shares have been duly authorized by the Company, the Company
Shares, when sold and issued in accordance with the Registration Statement and the related
Prospectus, will be validly issued, fully paid and non-assessable and the Selling Stockholder
Shares are, or upon exercise of applicable warrants in accordance with their terms will be, validly
issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus
included in the Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Darren K. DeStefano | |||
Darren K. DeStefano | ||||
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM