Attached files
file | filename |
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S-1MEF - FORM S-1MEF - QLIK TECHNOLOGIES INC | b82890msv1mef.htm |
EX-23.2 - EX-23.2 - QLIK TECHNOLOGIES INC | b82890mexv23w2.htm |
Exhibit 5.1
December 2, 2010
Qlik Technologies Inc.
150 Radnor Chester Road, Suite E220
Radnor, Pennsylvania 19087
Re: Registration Statement on Form S-1 Pursuant to Rule 462(b)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 to which this letter is attached as
Exhibit 5.1 (the Rule 462(b) Registration Statement) filed by Qlik Technologies Inc. (the
Company) with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the Securities Act), and relating to
the registration under the Securities Act of an additional
1,725,000 shares of the Companys
Common Stock (the Additional Shares) all of which are being offered by certain stockholders of
the Company (the Selling Stockholders) for an aggregate
offering size of up to 13,225,000 shares
of the Companys Common Stock, including an over-allotment option granted by certain of the
Selling Stockholders to the Underwriters to purchase up to 1,725,000 shares of the Companys Common
Stock. The Rule 462(b) Registration Statement to be used for the offer and sale of the Additional
Shares is filed with the Commission in connection with the offering described in the Registration
Statement on Form S-1 (Registration No. 333-170618) filed with the Commission on November 15, 2010,
as amended, which was declared effective by the Commission on
December 2, 2010 (the Original
Registration Statement and collectively with the Rule 462(b) Registration Statement, the
Registration Statements).
In connection with this opinion, we have examined the Registration Statements and such other
documents, records, certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness of all signatures, the legal capacity of
natural persons, the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a prerequisite to
the effectiveness thereof. As to questions of fact material to this opinion, we have relied upon
certificates or comparable documents of public officials, of the Selling Stockholders and of
officers and representatives of the Company.
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).
Subject to the foregoing and the other matters set forth herein, as of the date hereof, the
Additional Shares have been duly authorized by all necessary corporate action of the Company and
are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Rule 462(b) Registration
Statement, and further consent to the use of our name wherever appearing in said Rule 462(b)
Registration Statement and in any amendment or supplement thereto.
This opinion is for your benefit in connection with the Rule 462(b) Registration Statement
and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable
provisions of the Securities Act. This opinion may be used only in connection with the offer and
sale of the Additional Shares while the Rule 462(b) Registration Statement is in effect.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
Villeneuve Franklin & Hachigian, LLP
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
Villeneuve Franklin & Hachigian, LLP