Attached files
file | filename |
---|---|
EX-1.1 - EX-1.1 - RealPage, Inc. | d76847a1exv1w1.htm |
EX-23.1 - EX-23.1 - RealPage, Inc. | d76847a1exv23w1.htm |
S-1/A - S-1/A - RealPage, Inc. | d76847a1sv1za.htm |
EX-23.2 - EX-23.2 - RealPage, Inc. | d76847a1exv23w2.htm |
Exhibit 5.1
November 29, 2010 | ||
RealPage, Inc.
4000 International Parkway
Carrollton, Texas 75007
4000 International Parkway
Carrollton, Texas 75007
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We
have examined the Registration Statement on Form S-1 (Registration
No. 333-170667), as
amended and as may be subsequently amended (the Registration Statement), filed by RealPage, Inc.,
a Delaware corporation (the Company) with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of shares of the Companys
common stock, $0.001 par value per share (the Shares). The Shares to be issued and sold by the
Company as described in the Registration Statement and pursuant to an underwriting agreement,
substantially in the form of which is filed as an exhibit to the Registration Statement, to be
entered into by and among the Company and the underwriters (the Underwriting Agreement), are
referred to herein as the Company Shares and the Shares to be sold by the selling stockholders
identified in the Registration Statement pursuant to the Underwriting Agreement, including Shares
to be sold by the selling stockholders in the event of the underwriters exercise of an
over-allotment option granted by the selling stockholders to the underwriters of the offering, are
herein referred to as the Secondary Shares. We understand that the Shares are to be sold to the
underwriters for resale to the public as described in the Registration Statement and pursuant to
the Underwriting Agreement. As legal counsel for the Company, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by the Company in connection with
the sale of the Shares.
As legal counsel for the Company, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies.
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 the reported judicial decisions interpreting the foregoing) and the federal laws
of the United States of America.
On the basis of the foregoing, we are of the opinion (1) that the Company Shares, when issued,
sold and paid for in accordance with the terms of the Underwriting Agreement, will be validly
issued, fully paid and non-assessable, and (2) that the Secondary Shares have been validly issued,
fully paid and are non-assessable; provided, however, with respect to those shares to be sold by
certain of the selling stockholders that will be issued upon the exercise of options prior to the
completion of the firm offering and the exercise of the underwriters over-allotment option, as the
case may be, such shares will be validly issued, fully paid and non-assessable upon exercise in
compliance with the terms of the options pursuant to which such shares are to be issued.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we
consent to the reference of our name under the caption Legal Matters in the prospectus forming
part of the Registration Statement.
Very truly yours, | ||
WILSON SONSINI GOODRICH & ROSATI | ||
Professional Corporation | ||
/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation |