Attached files
file | filename |
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S-1 - FORM S-1 - SS&C Technologies Holdings Inc | b83977ssv1.htm |
EX-1.1 - EX-1.1 - SS&C Technologies Holdings Inc | b83977sexv1w1.htm |
EX-23.2 - EX-23.2 - SS&C Technologies Holdings Inc | b83977sexv23w2.htm |
EX-21 - EX-21 - SS&C Technologies Holdings Inc | b83977sexv21.htm |
Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
+1 617 526 5000 (f)
wilmerhale.com
January 12, 2011
SS&C Technologies Holdings, Inc.
80 Lamberton Road
Windsor, CT 06095
80 Lamberton Road
Windsor, CT 06095
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 (the
Registration Statement) filed on January 12, 2011 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 12,650,000 shares of Common Stock, $0.01 par value per share (the
Shares), of SS&C Technologies Holdings, Inc., a Delaware corporation (the Company), of which
(i) 2,000,000 Shares will be issued and sold by the Company and (ii) 9,000,000 Shares (plus up to
1,650,000 Shares issuable 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 LLC, Morgan Stanley & Co. Incorporated and Deutsche Bank
Securities 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, resolutions
adopted by the Board of Directors of the Company as provided to us by the Company, the Certificate
of Incorporation and Bylaws 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.
SS&C Technologies Holdings, Inc.
January 12, 2011
Page 2
January 12, 2011
Page 2
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.
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 (or, in
the case of Shares being issued upon exercise of stock options held by certain Selling
Stockholders, will be validly issued, fully paid and nonassessable when such Shares are issued and
paid for in accordance with the terms and conditions of the applicable stock option agreements).
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
HALE AND DORR LLP
By:
|
/s/ David A. Westenberg | |||
David A. Westenberg, a Partner |