Attached files
file | filename |
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S-1/A - AMENDMENT NO. 5 TO FORM S-1 - ZILLOW INC | ds1a.htm |
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - ZILLOW INC | dex231.htm |
Exhibit 5.1
Perkins Coie LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WA 98101-3099
PHONE: 206 359-8000
FAX: 206 359-9000
www.perkinscoie.com
July 6, 2011
Zillow, Inc.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Re: | Registration Statement on Form S-1 |
File No. 333-173570 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-1 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), by Zillow, Inc., a Washington corporation (the Company), with respect to the sale in an underwritten public offering of up to 3,981,300 shares of the Companys Class A common stock, par value $0.0001 per share (the Class A Common Stock), including up to 519,300 shares of Class A Common Stock for which the underwriters have been granted an over-allotment option (the Shares). The Shares are to be sold pursuant to the terms of an underwriting agreement (the Underwriting Agreement), which is referred to in the Registration Statement, between you and the underwriters named therein.
We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies and (iii) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.
Based upon the foregoing, we are of the opinion that, the Shares have been duly authorized by all necessary corporate action of the Company and, assuming (i) due action of the pricing committee of the Board of Directors of the Company, (ii) the continued effectiveness of the Registration Statement, (iii) the due execution by the Company and
Zillow, Inc.
July 6, 2011
Page 2
registration by its registrar of the Shares, (iv) the offering and sale of the Shares, as contemplated by the Registration Statement and any amendments thereto and in accordance with the Underwriting Agreement and (v) receipt by the Company of the consideration therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto, including any and all post-effective amendments, and any registration statement relating to the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to the reference to our firm in the prospectus of the Registration Statement under the heading 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 Securities Act.
Very truly yours, |
/s/ PERKINS COIE LLP |