Attached files
file | filename |
---|---|
8-K - FORM 8-K - GLU MOBILE INC | f57896e8vk.htm |
EX-1.01 - EX-1.01 - GLU MOBILE INC | f57896exv1w01.htm |
EX-99.01 - EX-99.01 - GLU MOBILE INC | f57896exv99w01.htm |
Exhibit 5.1
January 11, 2011
Glu Mobile Inc.
45 Fremont Street, Suite 2800
San Francisco, California 94105
45 Fremont Street, Suite 2800
San Francisco, California 94105
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File Number 333-170577) filed by Glu
Mobile Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission
(the Commission) on November 12, 2010, as amended on November 18, 2010 and December 1, 2010 (the
Registration Statement), as subsequently supplemented by the prospectus supplement applicable to
the Offering (as defined below), in connection with the registration under the Securities Act of
1933, as amended (the Act), of the proposed issuance and sale, from time to time, by the Company
of securities publicly to purchasers within or outside of the United States, in an amount not to
exceed an aggregate offering price of up to $30,000,000. The Company currently proposes to sell up
to an aggregate of 7,317,074 shares (the Takedown Shares) of the Companys common stock, $0.0001
par value per share (the Common Stock), under the Registration Statement (the Offering). The
Takedown Shares will be sold to Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC,
Merriman Capital, Inc. and Northland Capital Markets (the Underwriters) pursuant to an
underwriting agreement (the Underwriting Agreement), dated as of even date herewith, between the
Company and the Underwriters.
In rendering this opinion, we have examined such matters of fact as we have deemed necessary
in order to render the opinion set forth herein, which included examination of the following:
(1) the Companys Third Restated Certificate of Incorporation, certified by the Delaware
Secretary of State on March 26, 2007;
(2) the Companys Amended and Restated Bylaws, certified by the Companys Secretary on
August 27, 2010;
(3) the Registration Statement, together with the Exhibits filed as a part thereof or
incorporated therein by reference;
(4) the prospectus prepared in connection with the Registration Statement (the Base
Prospectus), as supplemented by the prospectus supplement applicable to the Offering
(together with the Base Prospectus, the Prospectus);
(5) the unanimous written consent of the Board of Directors (the Board), dated November
11, 2010, approving the filing of the Registration Statement, appointing a pricing
committee of the Board (the Pricing Committee) and other related matters, the resolutions
of the Board adopted at a meeting on January 7, 2011, amending the composition of the
Pricing Committee, and the unanimous written consent of the Pricing Committee of the Board,
dated on or about January 10, 2011, approving the sale of the Takedown Shares and related
matters;
(6) a certificate from the Companys transfer agent of even date herewith verifying the
number of the Companys issued and outstanding shares of capital stock as of the close of
business on January 10, 2011 and a report from the Company, dated as of January 10, 2011,
verifying the number of shares of the Companys common stock subject to issued and
outstanding options and of any other rights to purchase the Companys capital stock;
Glu Mobile Inc.
Page 2
January 11, 2011
Page 2
January 11, 2011
(7) a Management Certificate addressed to us and dated as of even date herewith executed by
the Company containing certain factual and other representations (the Management
Certificate);
(8) the Current Report on Form 8-K with which this opinion is filed as an exhibit (the
Form
8-K);
(9) the Underwriting Agreement; and
(10) the form of certificate representing shares of Common Stock.
In our examination of documents for purposes of this opinion, we have assumed, and express no
opinion as to, the genuineness of all signatures on original documents, the authenticity and
completeness of all documents submitted to us as originals, the conformity to originals and
completeness of all documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, and the lack of any undisclosed termination, modification, waiver or
amendment to any document reviewed by us. We have also assumed that the certificates representing
the Takedown Shares, if and to the extent the Takedown Shares are issued in certificated form, have
been, or will be when issued, properly signed by authorized officers of the Company or their
agents.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of
the documents referred to above and have assumed the current accuracy and completeness of the
information obtained from the documents referred to above and the representations and warranties
made by representatives of the Company to us, including but not limited to those set forth in the
Management Certificate. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or non-existence of any other
factual matters.
In connection with our opinion expressed below, we have assumed that, at or prior to the time
of the delivery of any of the Takedown Shares, there will not have occurred any change in the law
or the facts affecting the validity of the Takedown Shares.
We render this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than (a) the existing federal laws of
the United States of America, (b) the laws of the State of California, and (c) the Delaware General
Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto as in
effect on the date hereof.
Based upon the foregoing, it is our opinion that the Takedown Shares, when issued, sold and
delivered in the manner and for the consideration stated in the Registration Statement and the
Prospectus, will be validly issued, fully paid and nonassessable.
In accordance with Section 95 of the American Law Institutes Restatement (Third) of the Law
Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary
practices of lawyers rendering opinions in connection with the filing of a registration statement
of the type described herein.
We consent to the use of this opinion as an exhibit to the Form 8-K and further consent to all
references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof
and any amendments thereto. This opinion is intended solely for use in connection with the issuance
and sale of the Takedown Shares subject to the Registration Statement and is not to be relied upon
for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or
change in the law or the facts that may hereafter be brought to our attention whether or not such
occurrence would affect or modify the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP