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Exhibit 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP]
November 13, 2000
Moldflow Corporation
430 Boston Post Road
Wayland, Massachusetts 01778
Ladies and Gentlemen:
Re: REGISTRATION STATEMENT ON FORM S-1
This opinion is delivered in our capacity as special counsel to
Moldflow Corporation (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-1 (the "Registration
Statement") relating to 2,685,000 shares of Common Stock, par value $.01 per
share (the "Registered Shares"), including 575,000 shares to be sold by the
Company (the "Company Primary Shares") and 1,760,000 shares to be sold by
certain stockholders of the Company (the "Stockholder Primary Shares"), and
170,000 shares to be sold by the Company (the "Company Option Shares" and,
together with the Company Primary Shares, the "Company Shares") and 180,000
shares to be sold by certain stockholders of the Company (the "Stockholder
Option Shares" and, together with the Stockholder Primary Shares, the
"Stockholder Shares") which the underwriters have an option to purchase solely
for the purpose of covering over-allotments. The Registered Shares are to be
sold to Adams, Harkness & Hill, Inc., Robert W. Baird & Co. and A.G. Edwards &
Sons, Inc. (the "Underwriters") pursuant to an Underwriting Agreement (the
"Underwriting Agreement") to be entered into between the Company and the
Underwriters.
As counsel for the Company, we have examined the form of the proposed
Underwriting Agreement being filed as an exhibit to the Registration Statement,
the Company's Third Amended and Restated Certificate of Incorporation and the
Company's Amended and Restated By-laws, each as will be in effect at the time of
the issuance of the Registered Shares, and such records, certificates and other
documents of the Company as we have deemed necessary or appropriate for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the General Corporation Law of the State of
Delaware (the "DGCL"), which includes applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the DGCL and the
Delaware Constitution.
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Moldflow Corporation
November 13, 2000
Page 2
Based on the foregoing, we are of the opinion that (i) the Stockholder
Shares are duly authorized, legally issued, fully paid and non-assessable by the
Company under the DGCL and (ii) when the Underwriting Agreement is completed
(including the insertion therein of pricing terms) and executed by the Company
and on behalf of the Underwriters, and the Company Shares are sold to the
Underwriters and paid for pursuant to the terms of the Underwriting Agreement,
the Company Shares will be duly authorized, legally issued, fully paid and
non-assessable by the Company under the DGCL.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Validity of Common Stock," and to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
