Exhibit 5.1
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
May 1, 2012
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 1,023,852 shares of the Companys common stock, par value $0.005 per share (the Shares), issuable pursuant to the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees (the 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 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