Exhibit 5.1

 

 

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606-4637

Main Tel +1 312 782 0600

Main Fax +1 312 701 7711

www.mayerbrown.com

 

October 8, 2013

 

Envestnet, Inc.

35 East Wacker Drive — Suite 2400

Chicago, Illinois  60606

 

Ladies and Gentlemen:

 

We have acted as counsel to Envestnet, Inc., a Delaware corporation (the “Company”) in connection with the preparation of the Registration Statement on Form S-1 (No. 333-190852) (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to, the registration of 5,520,000 shares of common stock of the Company, par value $0.005 per share (the “Shares”), all of which will be offered and may be sold by certain stockholders (the “Selling Stockholders”) of the Company. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein.

 

In rendering the opinions expressed herein, we have examined (i) the Registration Statement; (ii) the Fifth Amended and Restated Certificate of Incorporation of the Company and all amendments thereto; (iii) the Amended and Restated Bylaws of the Company and all amendments thereto; and (iv) resolutions of the board of directors of the Company relating to the offering of the Shares.  We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.

 

In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.  As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto in accordance with their respective terms.  We have also assumed that (i) the Registration Statement has become, and remains, effective under the Act; (ii) all of the Shares will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement; (iii) a

 

 

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

 

 

definitive underwriting and any other necessary agreement with respect to the Shares will have been duly authorized and validly executed and delivered by the parties thereto; and (iv) the Shares will be sold and delivered at the price and in accordance with the terms of such agreement and as set forth in the Registration Statement.

 

As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Company and of public officials.

 

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:

 

(i)                                     the Company is validly existing as a corporation under the laws of the State of Delaware; and

 

(ii)                                  the Secondary Shares have been validly issued and are fully paid and non-assessable.

 

This opinion is limited to matters governed by the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution).

 

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

	Very truly yours,
	/s/ MAYER BROWN LLP

 

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