Attached files
file | filename |
---|---|
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - XOOM Corp | d364901ds1a.htm |
EX-23.1 - CONSENT OF KPMG LLP - XOOM Corp | d364901dex231.htm |
Exhibit 5.1
|
Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive Menlo Park, CA 94025-1105 T: 650.752.3100 F: 650.853.1038 |
February 1, 2013
Xoom Corporation
100 Bush Street, Suite 300
San Francisco, CA 94104
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. 333-185967) (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 by Xoom Corporation, a Delaware corporation (the Company) of 6,612,500 shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock), of which up to 5,509,939 shares (the Company Shares) will be issued and sold by the Company (including up to 862,500 shares issuable upon exercise of an over-allotment option granted by the Company) and 1,102,561 shares (the Selling Stockholder Shares) will be sold by certain selling stockholders (the Selling Stockholders). The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company, the Selling Stockholders 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 Company Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the
Xoom Corporation
February 1, 2013
Page 2
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; provided, however, that with respect to 88,610 Shares to be sold by certain of the Selling Stockholders that will be issued upon the exercise of options or warrants prior to such sale, such shares will be validly issued, fully paid and non-assessable upon the exercise and payment in compliance with the terms of the Companys Amended and Restated Certificate of Incorporation then in effect and the options and warrants pursuant to which such shares are to be issued.
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.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP