Attached files
file | filename |
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S-1/A - S-1/A AMENDMENT NO.4 - LPL Financial Holdings Inc. | b80825a4sv1za.htm |
EX-21.1 - EX-21.1 - LPL Financial Holdings Inc. | b80825a4exv21w1.htm |
EX-23.1 - EX-23.1 - LPL Financial Holdings Inc. | b80825a4exv23w1.htm |
EX-10.21 - EX-10.21 - LPL Financial Holdings Inc. | b80825a4exv10w21.htm |
EX-10.22 - EX-10.22 - LPL Financial Holdings Inc. | b80825a4exv10w22.htm |
Exhibit 5.1
November 3, 2010
LPL Investment Holdings Inc.
One Beacon Street
Boston, Massachusetts 02108
One Beacon Street
Boston, Massachusetts 02108
Re: LPL Investment Holdings Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on Form S-1 (File No.
333-167325) (the Registration Statement), filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended
(the Act), for the registration of 17,176,195 shares of Common Stock, $0.001 par value per share (the Common Stock), of LPL Investment Holdings
Inc., a Delaware corporation (the Company), including
1,561,472 shares of Common Stock to cover
over-allotments, if any. Of the shares of Common Stock to be registered pursuant to the
Registration Statement, up to 1,461,472 shares are being offered by
the Company (the Company Shares) and up to
15,714,723 shares are being offered by certain stockholders of the Company (the Selling Stockholder Shares
and, together with the Company Shares, collectively the Shares). The Shares are proposed to be
sold pursuant to an underwriting agreement (the Underwriting Agreement) to be entered into among
the Company, certain stockholders of the Company and the underwriters named in therein.
We have acted as counsel for the Company in connection with the proposed issuance of the Company
Shares. For purposes of this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized, and, when issued and delivered pursuant to the Underwriting Agreement and, with respect
to the Company Shares, against payment of the consideration set forth therein, will be validly
issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to
the use of our name therein and in the related prospectus under the caption Legal Matters. In
giving such consent, we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion may be used only in connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP