Exhibit 5.1
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September 16, 2021 EngageSmart, Inc. 30 Braintree Hill Office Park, Suite 101 Braintree, Massachusetts 02184 | | 1271 Avenue of the Americas |
| | New York, New York 10020-1401 |
| | Tel: +1.212.906.1200 Fax: +1.212.751.4864 |
| | www.lw.com |
| | FIRM / AFFILIATE OFFICES |
| | Austin | | Milan |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| | Chicago | | Paris |
| | Dubai | | Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
| | Los Angeles | | Tokyo |
| | Madrid | | Washington, D.C. |
Re: Offering of Common Stock of EngageSmart, Inc.
Ladies and Gentlemen:
We have acted as special counsel to EngageSmart, Inc., a Delaware corporation (the “Company”) to be formed upon the statutory conversion of EngageSmart, LLC from a Delaware limited liability company into a Delaware corporation (the “Conversion”), in connection with the proposed registration of up to 16,732,500 shares (the “Shares”) of common stock of the Company, par value $0.001 per share, which include up to 13,620,054 shares of common stock to be issued and sold by the Company (the “Company Shares”) and up to 3,112,446 shares of common stock to be sold by the selling stockholders named in the Registration Statement (the “Selling Stockholder Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 27, 2021 (Registration No. 333–259101) (as so filed and as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware General Corporation Law, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, following effectiveness of the Conversion, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, certificates representing the Shares (in the form of the specimen certificate most recently filed as an exhibit to the Registration Statement) have been manually signed by an authorized officer of
