Exhibit 5.1
Mayer Brown LLP
1675 Broadway
New York, NY 10019
August 26, 2010
Envestnet, Inc.
35 East Wacker Drive, Suite 2400
Chicago, Illinois 60601
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for Envestnet, Inc., a Delaware corporation (the Company), in connection with the registration statement on Form S-8 (the Registration Statement) relating to the registration under the Securities Act of 1933, as amended (the Securities Act) of 7,814,590 shares of the Companys common stock, par value $0.005 per share (the Shares), issuable pursuant to the Companys 2004 Stock Incentive Plan (the 2004 Plan) and 2010 Long-Term Incentive Plan (the 2010 Plan).
We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the 2004 Plan and the 2010 Plan, will be validly issued, fully paid and nonassessable. We are opining herein as to General Corporation Law of the State of Delaware, including all applicable Delaware statutory provisions of law and the reported judicial decisions interpreting these laws, and we express no opinion with respect to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
/s/ Mayer Brown LLP |