February 26, 2016
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, CA 95054
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be filed by ServiceNow, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the "Commission") on or about February 26, 2016 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 9,647,146 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the "Common Stock"), subject to issuance by the Company upon the exercise or settlement of (a) awards granted or to be granted under the Company’s 2012 Equity Incentive Plan, (the "2012 Plan") and (b) purchase rights granted or to be granted under the Company’s 2012 Employee Stock Purchase Plan, as amended to date (the “2012 ESPP”). The plans referred to in clauses (a) through (b) above are collectively referred to in this letter as the "Plans". At your request we are providing this letter to express our opinion on the matters set forth in the numbered paragraphs below.
In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinions set forth herein, which included examination of the documents described on Exhibit A attached hereto (which is incorporated in this letter by reference). Capitalized terms used but not defined in the body of this letter have the meanings given to such terms on Exhibit A hereto.
In giving the opinions contained in this letter, we have assumed the current accuracy of the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate.
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the State of California and the existing Delaware General Corporation Law (“DGCL”). We express no opinion with respect to any other laws or with respect to the “blue sky” securities laws of any state.
In our examination of documents for purposes of this opinion, we have relied on the accuracy of representations to us by officers of the Company with respect to, and express no opinion as to, the genuineness of all signatures on original documents. We have also assumed the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, and the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us. We have also assumed that there has been no amendment to, or revocation of, any corporate proceedings of the Company’s Board of Directors (the “Board”), or stockholders of the Company referenced in this letter or in Exhibit A hereto.
With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied upon the Good Standing Certificate and representations made to us by the Company, including those set forth in the Opinion Certificate.
In connection with our opinion expressed in paragraph (2) below, we have assumed that (i) at or prior to the time of the delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended, the registration will apply to all the Shares and will not have been modified or rescinded and (ii) the absence of any future amendment to the Company’s Certificate of Incorporation that would make the Common Stock assessable.
Based upon, and subject to, the foregoing, it is our opinion that:
1. The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and
2. The 9,647,146 Shares of Common Stock that may be issued and sold by the Company upon the exercise or settlement of (a) awards granted or to be granted under the 2012 Plan and (b) purchase rights granted or to be granted under the 2012 ESPP Plan, when issued, sold and delivered in accordance with the applicable Plans and Plan Agreements (as defined below) and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectuses (as defined below), will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, is based solely on our understanding of facts in existence as of such date and does not address any potential changes in facts, circumstance or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
FENWICK & WEST LLP
/s/ Fenwick & West LLP
EXHIBIT A
to
Legal Opinion Regarding S-8 Registration Statement
of
ServiceNow, Inc., a Delaware corporation (the “Company”)
Certain Reviewed Documents
Capitalized terms used but not defined in this Exhibit A have the meanings defined for such terms in the opinion letter to which this Exhibit A is attached.
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| 1) | Copy of the Restated Certificate of Incorporation of the Company, filed with and certified by the Delaware Secretary of State on July 5, 2012 and incorporated by reference as Exhibit 4.1 to the Registration Statement, which has been certified to us by the Company in the Opinion Certificate to be currently in effect and unmodified as of the date hereof (the “Restated Certificate”). |
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| 2) | Copy of the Company’s Restated Bylaws, incorporated by reference as Exhibit 4.2 to the Registration Statement, which has been certified to us by the Company in the Opinion Certificate to be currently in effect and unmodified as of the date hereof (the “Bylaws”) |
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| 3) | The Registration Statement, together with the Exhibits filed as part thereof or incorporated therein by reference. |
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| 4) | The prospectuses prepared for use pursuant to the Registration Statement (the “Prospectuses”). |
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| 5) | An Opinion Certificate of the Company addressed to us and dated the date of this opinion letter containing certain factual representations (the “Opinion Certificate”). |
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| 6) | A certificate of verification by Computershare Trust Company, N.A., the Company’s transfer agent, of the number of the Company’s authorized, issued and outstanding shares of capital stock as of February 26, 2016. |
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| 7) | A report by the Company as of February 24, 2016, set forth in the Opinion Certificate, of (i) the issued and outstanding options, warrants and rights to purchase or otherwise acquire from the Company capital stock of the Company (including a list of outstanding options and warrants) as of February 24, 2016 and (ii) any additional shares of capital stock reserved for future issuance in connection with the Plans and all other plans, agreements or rights to acquire capital stock of the Company as of February 24, 2016, and the Company’s representation and certification to us in the Opinion Certificate that the Company has not, since February 24, 2016, granted any preemptive rights or options, warrants, conversion privileges or other rights (or options or agreements for any such rights) to acquire any shares of the Company’s capital stock or other securities. |
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| 8) | A Certificate of Good Standing dated February 26, 2016 issued by the Delaware Secretary of State stating that the Company is duly incorporated, in good standing and has a legal corporate existence as of such date (the “Good Standing Certificate”). |
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| 9) | The Plans and the forms of agreements used by the Company under the Plans that will govern the Company’s issuance of Shares, copies of which are incorporated by reference as exhibits to the Registration Statement (the “Plan Agreements”). |
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| 10) | Copies of the minutes of meetings and actions by written consent of the Board and stockholders at which, or pursuant to which, the Board and/or the Company’s stockholders approved (i) the Restated Certificate, (ii) the Bylaws, (iii) the Plans, (iv) the reservation of Common Stock and the sale and issuance of the Shares pursuant to the Plans, and (v) the filing of the Registration Statement; |
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