Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - LPL Financial Holdings Inc. | b86212exv1w1.htm |
| 8-K - FORM 8-K - LPL Financial Holdings Inc. | b86212e8vk.htm |
Exhibit 5.1
April 26, 2011
LPL Investment Holdings Inc.
One Beacon Street
Boston, Massachusetts 02108
One Beacon Street
Boston, Massachusetts 02108
Re: Registration Statement on Form S-3 filed on April 25, 2011 (Registration No. 333-173703)
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement
(the “Registration Statement”) and the base prospectus dated April 25, 2011 (the “Base
Prospectus”) and prospectus supplement dated April 26, 2011 (together with the Base Prospectus,
the “Prospectus”) filed with the Securities and Exchange Commission by LPL Investment
Holdings Inc., a Delaware corporation (the “Company”), pursuant to Rule 424 promulgated
under the Securities Act of 1933, as amended (the “Act”). The Prospectus relates to the
offering (the “Offering”) of up to 6,212,714 shares (the “Shares”) of common stock,
par value $0.001 per share (the “Common Stock”), of the Company by certain stockholders of
the Company, which Shares are covered by the Registration Statement.
We have acted as counsel for the Company in connection with the Offering. For purposes of this
opinion, we have examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to
the use of our name therein and in the Prospectus under the caption “Legal Matters.” In giving
such consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP