Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - Financial Engines, Inc. | f52084a6sv1za.htm |
| EX-10.4 - EX-10.4 - Financial Engines, Inc. | f52084a6exv10w4.htm |
Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2475 Hanover Street
Palo Alto, CA 94304
2475 Hanover Street
Palo Alto, CA 94304
March 10, 2010
Financial Engines, Inc.
1804 Embarcadero Road
Palo Alto, CA 94303
1804 Embarcadero Road
Palo Alto, CA 94303
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We are acting as counsel for Financial Engines, Inc., a Delaware corporation (the “Company”), in
connection with the Registration Statement on Form S-1 (Registration No. 333-163581) relating to
the registration under the Securities Act of 1933 (the
“Act”) of 12,190,000 shares of Common Stock,
par value $0.0001 per share (the “Common Stock”), of the
Company, of which 7,458,100 authorized but
heretofore unissued shares (including 1,590,000 shares subject to the underwriters’ over-allotment
option) are to be offered and sold by the Company and 4,731,900 shares are to be offered and sold
by certain stockholders of the Company (the “Selling Stockholders”). (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 this opinion. Based upon the foregoing, we are of the opinion that (i) 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, and (ii) the shares of Common Stock to be offered and sold by
the Selling Stockholders have been duly authorized and validly issued and are fully paid and
nonassessable. This opinion is limited to matters governed by the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion 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