Attached files
file | filename |
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S-1/A - AMENDEMENT NO.1 TO FORM S-1 - QLIK TECHNOLOGIES INC | b82890a1sv1za.htm |
EX-1.1 - EX-1.1 - QLIK TECHNOLOGIES INC | b82890a1exv1w1.htm |
EX-23.1 - EX-23.1 - QLIK TECHNOLOGIES INC | b82890a1exv23w1.htm |
Exhibit 5.1
November 29, 2010
Qlik Technologies Inc.
150 Radnor Chester Road, Suite E220
Radnor, Pennsylvania 19087
150 Radnor Chester Road, Suite E220
Radnor, Pennsylvania 19087
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by Qlik Technologies Inc. (the
Company) with the Securities and Exchange Commission (the Commission) on
November 15, 2010, as thereafter amended or supplemented (the Registration Statement), in
connection with the registration under the Securities Act of 1933, as
amended, of up to 11,500,000
shares of the Companys Common Stock (the Shares) all of which are being offered by
certain stockholders of the Company (the Selling Stockholders). The Shares, which include
an over-allotment option granted by the Selling Stockholders to the Underwriters to purchase up to
1,500,000 additional shares of the Companys Common Stock, are to be sold to the Underwriters by
the Company as described in the Registration Statement. As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares.
In connection with this opinion, we have examined the Registration Statement and such other
documents, records, certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness of all signatures, the legal capacity of natural
persons, the genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and the due execution
and delivery of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof. As to questions of fact material to this opinion, we have relied upon
certificates or comparable documents of public officials, of the Selling Stockholders and of
officers and representatives of the Company.
We do not express any opinion herein concerning any law other than the Delaware General
Corporation Law (including the statutory provisions, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the foregoing).
Subject to the foregoing and the other matters set forth herein, as of the date hereof:
1. When
the 299,685 Shares to be issued pursuant to the exercise of options granted under the
Companys 2004 Omnibus Stock Option and Award Plan or 2007 Omnibus Stock Option and Award Plan, as
applicable (collectively, the Plans), shall have been duly registered on the books of the transfer
agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by
the Company against payment therefor in the circumstances contemplated by the form of underwriting
agreement filed as an exhibit to the Registration Statement and the Plans, the issue and sale of
such Shares will have been duly authorized by all necessary corporate action of the Company, and
such Shares will be validly issued, fully paid and nonassessable.
2. When the 214,200 Shares to be issued pursuant to the exercise of a warrant
(the Warrant) shall have been duly registered on the books of the transfer agent and registrar
therefor in the name or on behalf of the purchasers, and have been issued by the
Company against payment therefor in the circumstances contemplated by the form of underwriting
agreement filed as an exhibit to the Registration Statement and the Warrant, the issue and sale of such Shares will have been duly authorized by all necessary corporate
action of the Company, and such Shares will be validly issued, fully paid and nonassessable.
3. The
remaining 10,986,115 Shares have been duly authorized by all necessary corporate action
of the Company and are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and
further consent to the use of our name under the caption Legal Matters in the prospectus included
in the Registration Statement.
This opinion 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 Act. This opinion may be used only in connection with the offer and sale of the Shares while
the Registration Statement is in effect.
Very truly yours, |
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/s/ Gunderson Dettmer Stough | ||||
Villeneuve Franklin & Hachigian, LLP GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP |
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