Attached files

file filename
EX-10.22 - FORM OF RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENT - Apptio Incd76087dex1022.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Apptio Incd76087dex231.htm
EX-10.26 - OUTSIDE DIRECTOR COMPENSATION POLICY - Apptio Incd76087dex1026.htm
EX-10.25 - EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN - Apptio Incd76087dex1025.htm
EX-10.24 - 2016 EMPLOYEE STOCK PURCHASE PLAN - Apptio Incd76087dex1024.htm
EX-10.23 - FORM OF RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT - Apptio Incd76087dex1023.htm
EX-10.21 - FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT - Apptio Incd76087dex1021.htm
EX-10.20 - 2016 EQUITY INCENTIVE PLAN - Apptio Incd76087dex1020.htm
EX-10.11 - 2007 STOCK PLAN, AS AMENDED - Apptio Incd76087dex1011.htm
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS - Apptio Incd76087dex32.htm
EX-3.1 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Apptio Incd76087dex31.htm
S-1/A - S-1/A - Apptio Incd76087ds1a.htm

Exhibit 5.1

 

LOGO   

701 Fifth Avenue, Suite 5100

Seattle, WA 98104-7036

 

PHONE 206.883.2500

FAX 206.883.2699

www.wsgr.com

September 12, 2016

Apptio, Inc.

11100 NE 8th Street, Suite 600

Bellevue, WA 98004

 

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. 333-213334), as amended (the “Registration Statement”), filed by Apptio, Inc. (the “Company”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 6,900,000 shares (including 900,000 shares issuable upon exercise of an option to purchase additional shares granted to the underwriters) of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), to be issued and sold by the Company. 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 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 of the Shares by the Company. 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 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.

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG  KONG    LOS ANGELES    NEW YORK    PALO ALTO    

SAN DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI     WASHINGTON, DC    WILMINGTON, DE


LOGO

September 12, 2016

Page 2

 

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,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
WILSON SONSINI GOODRICH & ROSATI Professional Corporation