Attached files
file | filename |
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S-1/A - S-1/A - Global Brokerage, Inc. | y87330a3sv1za.htm |
EX-23.3 - EX-23.3 - Global Brokerage, Inc. | y87330a3exv23w3.htm |
EX-23.1 - EX-23.1 - Global Brokerage, Inc. | y87330a3exv23w1.htm |
EX-10.1 - EX-10.1 - Global Brokerage, Inc. | y87330a3exv10w1.htm |
EX-10.4 - EX-10.4 - Global Brokerage, Inc. | y87330a3exv10w4.htm |
EX-23.2 - EX-23.2 - Global Brokerage, Inc. | y87330a3exv23w2.htm |
EX-23.4 - EX-23.4 - Global Brokerage, Inc. | y87330a3exv23w4.htm |
EX-10.12 - EX-10.12 - Global Brokerage, Inc. | y87330a3exv10w12.htm |
EX-10.11 - EX-10.11 - Global Brokerage, Inc. | y87330a3exv10w11.htm |
EX-10.8.2 - EX-10.8.2 - Global Brokerage, Inc. | y87330a3exv10w8w2.htm |
Exhibit
5.1
Opinion of Simpson Thacher & Bartlett LLP
November 15, 2010
FXCM Inc.
32 Old Slip
New York, New York 10005
32 Old Slip
New York, New York 10005
Ladies and Gentlemen:
We have acted as counsel to FXCM Inc., a Delaware corporation (the Company), in connection
with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Act), relating to the issuance by the
Company of up to 17,319,000 shares of
Class A Common Stock, par value $0.01 per share (together with any additional shares of such stock
that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant
to the Act) in connection with the offering described in the Registration Statement, the Shares).
We have examined the Registration Statement and a form of the Amended and Restated Certificate
of Incorporation of the Company (the Amended Certificate), which has been filed with the
Commission as an exhibit to the Registration Statement. We also have examined the originals, or
duplicates or certified or conformed copies, of such corporate and other records, agreements,
documents and other instruments and have made such other investigations as we have deemed relevant
and necessary in connection with the opinions hereinafter set forth. As to questions of fact
material to this opinion, we have relied upon certificates or comparable documents of public
officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies and the authenticity of the originals of such latter
documents.
FXCM Inc. | 2 | November 15, 2010 | ||
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that when the Amended Certificate has been duly filed with the
Secretary of State of the State of Delaware and upon payment and delivery in accordance with the
applicable definitive underwriting agreement approved by the board of directors of the Company, the
Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General
Corporation Law (including the statutory provisions, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption Legal Matters in the Prospectus included
in the Registration Statement.
Very truly yours, | ||||
/s/ Simpson Thacher & Bartlett LLP
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