Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - FUSION-IO, INC. | f58285a3sv1za.htm |
EX-3.2 - EX-3.2 - FUSION-IO, INC. | f58285a3exv3w2.htm |
EX-4.1 - EX-4.1 - FUSION-IO, INC. | f58285a3exv4w1.htm |
EX-1.1 - EX-1.1 - FUSION-IO, INC. | f58285a3exv1w1.htm |
EX-3.1 - EX-3.1 - FUSION-IO, INC. | f58285a3exv3w1.htm |
EX-10.6 - EX-10.6 - FUSION-IO, INC. | f58285a3exv10w6.htm |
EX-23.1 - EXHIBIT 23.1 - FUSION-IO, INC. | f58285a3exv23w1.htm |
EX-10.5 - EX-10.5 - FUSION-IO, INC. | f58285a3exv10w5.htm |
EX-10.19 - EX-10.19 - FUSION-IO, INC. | f58285a3exv10w19.htm |
EX-10.1A - EX-10.1A - FUSION-IO, INC. | f58285a3exv10w1a.htm |
EX-10.1B - EX-10.1B - FUSION-IO, INC. | f58285a3exv10w1b.htm |
Exhibit 5.1
May 23, 2011
Fusion-io, Inc.
2855 E. Cottonwood Parkway, Suite 100
Salt Lake City, Utah 84121
2855 E. Cottonwood Parkway, Suite 100
Salt Lake City, Utah 84121
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1
(Registration No. 333-172683), as amended (the Registration Statement), filed by
Fusion-io, Inc. (the Company) with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended (the Securities Act)
of 14,145,000 shares of the Companys common stock, $0.0002 par value per share (the
Shares), of which up to 12,600,607 shares (including up to 1,845,000 shares issuable upon
exercise of an over-allotment option granted by the Company) will be issued and sold by the Company
and up to 1,544,393 shares will be sold by certain selling stockholders (the Selling
Stockholders). 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 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).
We are acting as counsel for the Company in connection with the sale by the Company and the Selling
Stockholders of the Shares. In such capacity, 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, the conformity with the originals of
all documents submitted to us as copies, the authenticity of the originals of such documents and
the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the General
Corporation Law of the State of Delaware (including the statutory provisions and all applicable
judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that (1) the Shares to be issued and sold by
the Company have been duly authorized and, when such Shares are issued and paid for in accordance
with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable,
and (2) the Shares to be sold by the Selling Stockholders have been duly authorized and are validly
issued, fully paid and are nonassessable; provided, however, with respect to those Shares to be
sold by certain of the Selling Stockholders that will be issued upon the exercise of vested options
prior to such sale, if any, such shares will be validly issued, fully paid and nonassessable upon
exercise and payment in compliance with the terms of the options pursuant to which such shares are
to be issued prior to the completion of this offering.
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
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.