Exhibit 5.1
Jodie M. Bourdet T: +415 693 2054 jbourdet@cooley.com | Via EDGAR |
March 31, 2015
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577
Ladies and Gentlemen:
We have represented TriNet Group, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 3,839,622 shares of the Company’s Common Stock, par value $0.000025 per share, including (a) 3,141,509 shares of Common Stock (the “2009 EIP Shares”) pursuant to the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) and (b) 698,113 shares of Common Stock (the “2014 ESPP Shares”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”, and together with the 2009 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2009 EIP Shares and the 2014 ESPP Shares, when sold and issued in accordance with the 2009 Plan and the 2014 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLET.COM
TriNet Group, Inc.
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Sincerely,
| Cooley LLP | ||
| By: | /s/ Jodie M. Bourdet | |
| Jodie M. Bourdet | ||
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLET.COM