EXHIBIT 5.1
Opinion of Counsel
| Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109 | T 617 338 2800
F 617 338 2880
www.sandw.com |
March 5, 2010
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Re: Iron Mountain Incorporated Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the “Act”), by Iron Mountain Incorporated, a Delaware corporation (the “Company”), of 257,940 shares of its Common Stock, par value $.01 per share (the “Registered Shares”), that are to be offered and may be issued under the Mimosa Systems, Inc. 2003 Stock Plan and the Mimosa Systems, Inc. 2009 Equity Incentive Plan (the “Plans”), the following opinion is furnished to you to be filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Act.
We have acted as counsel to the Company in connection with the Registration Statement, and we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Certificate of Incorporation of the Company as presently in effect, corporate records of the Company, and such other documents as we have considered necessary in order to furnish the opinion hereinafter set forth.
We express no opinion herein as to any laws other than the Delaware General Corporation Law, the applicable provisions of the Delaware constitution and reported judicial decisions interpreting these laws, and the federal law of the United States, and we express no opinion as to state securities or blue sky laws.
Based on and subject to the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plans and the options or other rights granted thereunder, the Registered Shares will be duly authorized, validly issued, fully paid and nonassessable by the Company.
This opinion is intended solely for the benefit and use of the Company, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by law) without our prior written consent.
BOSTON NEW YORK WASHINGTON, DC
