Goodwin ProcterLLP Counselors at Law 135 Commonwealth Drive Menlo Park, CA 94025-1105 T: 650.752.3100 F: 650.853.1038 |
Exhibit 5.1
April 13, 2012
Guidewire Software, Inc.
2211 Bridgepointe Parkway
San Mateo, CA 94404
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. 333-180516) (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 Guidewire Software, Inc., a Delaware corporation (the “Company”) of up to 8,625,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which include up to 750,000 shares of Common Stock (the “Company Shares”) to be newly issued and sold by the Company and up to 7,875,000 shares of Common Stock (the “Selling Stockholder Shares”) to be sold by the selling stockholders listed in the Registration Statement under “Principal and Selling Stockholders” (the “Selling Stockholders”), including Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company and the Selling Stockholders. The Shares are being sold to the several underwriters named in, and pursuant to an underwriting agreement among the Company 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 set forth 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 set forth 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
Guidewire Software, Inc.
April 13, 2012
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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.
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 PROCTERLLP |