RPX Corp - FORM S-1/A - EX-5.1 - OPINION OF GUNDERSEN DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN LLP - April 28, 2011

Attached files

file filename
EX-4.2 - FORM OF COMMON STOCK CERTIFICATE - RPX Corpdex42.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - RPX Corpdex11.htm
EX-99.1 - CONSENT OF SANFORD R. ROBERTSON - RPX Corpdex991.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - RPX Corpdex231.htm
EX-10.17 - SERIES C PREFERRED STOCK PURCHASE AGREEMENT - RPX Corpdex1017.htm
EX-10.13 - SERIES B PREFERRED STOCK PURCHASE AGREEMENT - RPX Corpdex1013.htm
EX-10.31 - SERIES A AND A-1 PREFERRED STOCK PURCHASE AGREEMENT - RPX Corpdex1031.htm
EX-10.33 - FORM OF NOTICE OF STOCK OPTION GRANT (NON-EMPLOYEE DIRECTORS) - RPX Corpdex1033.htm
EX-10.32 - FORM OF NOTICE OF STOCK OPTION GRANT - RPX Corpdex1032.htm
S-1/A - AMENDMENT NO. 4 TO FORM S-1 - RPX Corpds1a.htm
EX-10.34 - FORM OF NOTICE OF STOCK UNIT AWARD AND STOCK UNIT AGREEMENT - RPX Corpdex1034.htm

Exhibit 5.1

April 28, 2011

RPX Corporation

One Market Plaza, Steuart Tower

Suite 700

San Francisco, CA 94105

Re:        Registration Statement on Form S-1

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1 (File No. 333-171817) originally filed by RPX Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on January 21, 2011, as thereafter amended or supplemented (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of up to 8,395,000 shares of the Company’s Common Stock (the “Shares”). The Shares, which include an over-allotment option granted by the Company and the selling stockholders to the Underwriters to purchase up to 1,095,000 additional shares of the Company’s Common Stock, are to be sold to the Underwriters by the Company and the selling stockholders as described in the Registration Statement. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares.

It is our opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the sale of the Shares, the Shares being sold by the Company and the selling stockholders, when issued and sold in the manner described in the Registration Statement and, with respect to the Shares being sold by the Company, in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally and validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to said Registration Statement, and further consent to the use of our name wherever appearing in said Registration Statement, including the prospectus constituting a part thereof, and in any amendment or supplement thereto.

This opinion may be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.

 

Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP

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