Exhibit 5.1
November 2, 2017
Guidewire Software, Inc.
1001 East Hillsdale Boulevard, Suite 800
Foster City, CA 94404
| Re: | Securities Registered under Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on FormS-3 (as amended or supplemented, the “Registration Statement”) filed on November 2, 2017 with the Securities and Exchange Commission (the “Commission”) 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 1,143,925 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to be sold from time to time by the selling stockholders listed in the Registration Statement under the caption “Selling Stockholders” (the “Selling Stockholders”).
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.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid andnon-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 PROCTER LLP |
