Baker & McKenzie LLP
660 Hansen Way
Palo Alto, CA 94304-0309, USA
Tel: +1 650 856 2400
Fax: +1 650 856 9299
www.bakermckenzie.com
VIA FEDERAL EXPRESS
EXHIBIT 5.1
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Baker & McKenzie LLP 660 Hansen Way Palo Alto, CA 94304-0309, USA
Tel: +1 650 856 2400 Fax: +1 650 856 9299 www.bakermckenzie.com VIA FEDERAL EXPRESS | |||||
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September 9, 2016 |
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Red Hat, Inc. 100 East Davie Street Raleigh, North Carolina 27601 |
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| RE: Registration Statement on Form S-8 | ||||||
| Ladies and Gentlemen: | ||||||
| We have acted as counsel for Red Hat, Inc., a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering the offering by the Company of up to 5,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “ESPP Shares”) pursuant to the Red Hat, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”). | ||||||
| We have reviewed the ESPP, the Registration Statement and the related prospectuses, and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. | ||||||
| Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, and assuming no change in the applicable law or facts, we are of the opinion that the ESPP Shares have been duly and validly authorized, and when issued in accordance with the terms of the ESPP, will be validly issued, fully paid and non-assessable. | ||||||
| The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. | ||||||
| This opinion letter is limited to the matters stated herein based on the facts as of the date hereof, including that no events or circumstances have occurred that would change the number of shares of the Company’s common stock issuable upon exercise or conversion of outstanding options, warrants and convertible securities. No opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K. | ||||||
| Very truly yours, | ||||||
| /s/ Baker & McKenzie LLP | ||||||
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