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S-1/A - S-1/A - Tableau Software Incd469057ds1a.htm
EX-1.1 - EX-1.1 - Tableau Software Incd469057dex11.htm
EX-10.9 - EX-10.9 - Tableau Software Incd469057dex109.htm
EX-10.8 - EX-10.8 - Tableau Software Incd469057dex108.htm
EX-10.7 - EX-10.7 - Tableau Software Incd469057dex107.htm
EX-23.2 - EX-23.2 - Tableau Software Incd469057dex232.htm
EX-10.12 - EX-10.12 - Tableau Software Incd469057dex1012.htm
EX-10.10 - EX-10.10 - Tableau Software Incd469057dex1010.htm
EX-10.11 - EX-10.11 - Tableau Software Incd469057dex1011.htm
LOGO   Exhibit 5.1

Charles S. Kim

(858) 550-6049

ckim@cooley.com

 

May 6, 2013

Tableau Software, Inc.

North 34th Street, Suite

200 Seattle, WA 98103

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Tableau Software, Inc., a Delaware corporation (the “Company”), of a Registration Statement (No. 333-187683) on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering (the “Offering”) of up to 8,280,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), which includes up to 5,000,000 Shares to be sold by the Company (the “Company Shares”), up to 2,200,000 Shares to be sold by the Selling Stockholders (the “Stockholder Shares”), and up to 1,080,000 Shares that may be sold by the Company pursuant to the exercise of an option to purchase additional Shares granted to the underwriters (the “Optional Shares”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect as of the date hereof, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which will be in effect upon the closing of the Offering, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that: (i) the Stockholder Shares have been validly issued, and are fully paid and non-assessable, and (ii) the Company Shares and the Optional Shares, when sold and issued as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM


Tableau Software, Inc.

May 6, 2013

Page Two

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Charles S. Kim

Charles S. Kim

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM