EX-5.1 2 b70085mfexv5w1.htm EX-5.1 OPINION OF GOODWIN PROCTER LLP AS TO THE LEGALITY OF THE SECURITIES BEING REGISTERED. exv5w1
 

Exhibit 5.1
May 9, 2008
Moldflow Corporation
492 Old Connecticut Path
Framingham, MA 01701
 
  Re:   Securities Being Registered under Registration Statement on Form S-8 relating to the 2000 Stock Option and Incentive Plan, as Amended
Ladies and Gentlemen:
     This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 177,848 shares (the “Shares”) of Common Stock, $0.01 par value per share, of Moldflow Corporation, a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2000 Stock Option and Incentive Plan, as amended (the “Plan”).
     We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates and other inquiries of officers of the Company.
     For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
     The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).
     Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
     We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
Very truly yours,
/s/ Goodwin Procter llp
GOODWIN PROCTER llp