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EX-1.1 - EX-1.1 - Imprivata Incd75758dex11.htm
EX-99.1 - EX-99.1 - Imprivata Incd75758dex991.htm
EX-99.2 - EX-99.2 - Imprivata Incd75758dex992.htm
8-K - 8-K - Imprivata Incd75758d8k.htm
EX-99.3 - EX-99.3 - Imprivata Incd75758dex993.htm

Exhibit 5.1

August 5, 2015

Imprivata, Inc.

10 Maguire Road

Lexington, MA 02421

 

Re: Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-205399) (as amended or supplemented, the “Registration Statement”) filed on July 1, 2015 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Imprivata, Inc., a Delaware corporation (the “Company”) of up to 13,395,230 shares of Common Stock, par value $0.001 per share (the “Common Stock”) of the Company. The Registration Statement was declared effective by the Commission on July 15, 2015. Reference is made to our opinion letter dated July 1, 2015 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on August 5, 2015 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 4,566,666 shares of Common Stock (the “Shares”) covered by the Registration Statement. The Shares include an over-allotment option granted to the underwriters of the offering to purchase 684,999 Shares. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not 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 thereunder.

 

Very truly yours,
GOODWIN PROCTER LLP