Attached files
| file | filename |
|---|---|
| S-1MEF - IntraLinks Holdings, Inc. | v204812_s1mef.htm |
| EX-23.2 - IntraLinks Holdings, Inc. | v204812_ex23-2.htm |
| EX-23.3 - IntraLinks Holdings, Inc. | v204812_ex23-3.htm |
 |
Goodwin
Procter llp
Counselors
at Law
The
New York Times Building
620
Eighth Avenue
New
York, NY 10018-1405
|
T:
212.813.8800
F:
212.355.3333
goodwinprocter.com
|
December
7, 2010
IntraLinks
Holdings, Inc.
150 East
42nd
Street, 8th
Floor
New York,
NY 10017
Re: Securities Registered under
Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as counsel to you in connection with your filing of an initial
Registration Statement on Form S-1 (File No. 333-170694) (the “Initial
Registration Statement”) under the Securities Act of 1933, as amended (the
“Securities Act”) and a second Registration Statement on Form S-1 filed on the
date hereof pursuant to Rule 462(b) of the Securities Act (the “462(b)
Registration Statement,” and together with the Initial Registration Statement,
the “Registration Statement”). This opinion letter is furnished to
you in connection with your filing of the 462(b) Registration Statement,
relating to the registration of the offering of up to 1,150,000 shares (the
“Selling Stockholder Shares”) of IntraLinks Holdings, Inc., a Delaware
corporation (the “Company”), common stock, $0.001 par value per share, to be
sold by the selling stockholders listed in the Initial Registration Statement,
including 150,000 Selling Stockholder Shares purchasable by the underwriters
upon their exercise of an over-allotment option granted to the underwriters by
the Selling Stockholders. The Selling Stockholder Shares are being sold to the
several underwriters named in, and pursuant to, an underwriting agreement among
the Company and such underwriters (the “Underwriting Agreement”).
We have
reviewed such documents and made such examination of law as we have deemed
appropriate to give the opinions expressed below. We have relied,
without independent verification, on certificates of public officials and, as to
matters of fact material to the opinions set forth below, on certificates of
officers of the Company.
The
opinion expressed below is limited to the Delaware General Corporation Law
(which includes reported judicial decisions interpreting the Delaware General
Corporation Law).
Based on the foregoing, we are of the opinion
that the Selling Stockholder Shares have been duly authorized and validly
issued, and are fully paid and non-assessable.
IntraLinks
Holdings, Inc.
December
7, 2010
Page
2
We hereby
consent to the inclusion of this opinion as Exhibit 5.1 to the Registration
Statement and to the references to our firm under the caption “Legal Matters” in
the Registration Statement. In giving our consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations
thereunder.
Very
truly yours,
/s/
Goodwin Procter llp
GOODWIN
PROCTER llp