Attached files
file | filename |
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8-K - 8-K - Dealertrack Technologies, Inc | v386920_8k.htm |
EX-23.2 - EXHIBIT 23.2 - Dealertrack Technologies, Inc | v386920_ex23-2.htm |
EX-23.3 - EXHIBIT 23.3 - Dealertrack Technologies, Inc | v386920_ex23-3.htm |
Exhibit 5.1
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Beijing
Brussels
Century City
Hong Kong
Jakarta†
London
Los Angeles
Newport Beach
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Times Square Tower
telephone (212) 326-2000 facsimile (212) 326-2061 www.omm.com
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San Francisco
Seoul
Shanghai
Silicon Valley
Singapore
Tokyo
Washington, D.C.
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August 11, 2014
Dealertrack Technologies, Inc.
1111 Marcus Ave., Suite M04
Lake Success, NY 10042
Re: | Registration of Common Stock of Dealertrack Technologies, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to Dealertrack Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation of (i) the Registration Statement on Form S-3 of the Company (Registration No. 333-198058) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2014 under the Securities Act of 1933, as amended (the “Securities Act”) relating to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, of an indeterminate number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company for unspecified proceeds and (ii) a prospectus supplement dated August 11, 2014 (the “Prospectus Supplement”) relating to the resale of up to 5,924,622 shares of Common Stock (the “Shares”) pursuant to the Registration Statement.
In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:
(i) | the Registration Statement and the Prospectus Supplement; |
(ii) | a specimen certificate representing the Common Stock; |
(iii) | the Fifth Amended and Restated Certificate of Incorporation of the Company, as amended and presently in effect; |
(iv) | the Amended and Restated Bylaws of the Company, as presently in effect; |
† In association with Tumbuan & Partners
Dealertrack Technologies, Inc., August 11, 2014 - Page 2
(v) | the Agreement and Plan of Merger, dated as of December 19, 2013, by and among Dealer Dot Com, Inc., the Company, Derby Merger Corp., the sellers party thereto and Jason Chapnik, solely in his capacity as seller’s representative; and |
(vi) | the resolutions of the Board of Directors of the Company adopted at a meeting duly held on December 18, 2013 relating to the issuance and sale of the Shares and related matters. |
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company, and such Shares have been validly issued, fully paid and nonassessable.
The law covered by this opinion is limited to the present General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the
heading “Legal Matters” in the prospectus constituting part of the Registration Statement and in the Prospectus
Supplement.
Very truly yours, | |
/s/ O’Melveny & Myers LLP |