Attached files
| file | filename |
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| S-1/A - AMENDMENT NO. 1 TO S-1 - IntraLinks Holdings, Inc. | v217396_ms-s1a.htm |
| EX-1.1 - FORM OF UNDERWRITING AGREEMENT - IntraLinks Holdings, Inc. | v217396_ex1-1.htm |
| EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING - IntraLinks Holdings, Inc. | v217396_ex23-1.htm |
Exhibit 5.1
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Goodwin Procter LLP
Counselors at Law
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
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T: 212.813.8800
F: 212.355.3333
goodwinprocter.com
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April 4, 2011
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 a Registration Statement on Form S-1 (File No. 333-173107) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering of up to 1,500,000 shares (the “Primary Shares”) of IntraLinks Holdings, Inc., a Delaware corporation (the “Company”), common stock, $0.001 par value per share, to be sold by the Company, and up to 8,850,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) to be sold by the selling stockholders listed in the Registration Statement under “Principal and Selling Stockholders” (the “Selling Stockholders”), including Selling Stockholder Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Selling Stockholders. The 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 Primary Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and that the Selling Stockholder Shares have been duly authorized and validly issued, and are fully paid and non-assessable.
IntraLinks Holdings, Inc.
April 4, 2011
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.
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Very truly yours,
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/s/ Goodwin Procter LLP
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GOODWIN PROCTER LLP
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