ENVIVIO INC - FORM S-1/A - EX-5.1 - OPINION OF PILLSBURY WINTHROP SHAW PITTMAN LLP - June 14, 2011

Attached files

file filename
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - ENVIVIO INCds1a.htm
EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - ENVIVIO INCdex101.htm
EX-3.1(A) - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT - ENVIVIO INCdex31a.htm
EX-23.1 - CONSENT OF BDO USA, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ENVIVIO INCdex231.htm
EX-10.4 - 2011 STOCK INCENTIVE PLAN - ENVIVIO INCdex104.htm
EX-10.25 - STOCK OPTION AGREEMENT - ENVIVIO INCdex1025.htm

Exhibit 5.1

LOGO

Pillsbury Winthrop Shaw Pittman LLP

2475 Hanover Street | Palo Alto, CA 94304-1114 | tel 650.233.4500 | fax 650.233.4545

June 14, 2011

Envivio, Inc.

400 Oyster Point Boulevard, Suite 325

South San Francisco, California 94080

 

  Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel for Envivio, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (Registration No. 333-173529) relating to the registration under the Securities Act of 1933 (the “Act”) of 6,900,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company (including 900,000 shares subject to the underwriters’ over-allotment option). (Such Registration Statement, as amended, and including any registration statement related thereto and filed pursuant to Rule 462(b) under the Act (a “Rule 462(b) registration statement”) is herein referred to as the “Registration Statement.”)

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for the opinions expressed in this letter. Based upon the foregoing, we are of the opinion that the shares of Common Stock to be offered and sold by the Company (including any shares of Common Stock registered pursuant to a Rule 462(b) registration statement) have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable. The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

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