EX-5.1 7 y24537a5exv5w1.txt EX-5.1: OPINION OF MAYER, BROWN, ROWE & MAW LLP EXHIBIT 5.1 (MAYER BROWN ROWE & MAW LOGO) September 15, 2006 Mayer, Brown, Rowe & Maw LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrownrowe.com CommVault Systems, Inc. 2 Crescent Place Oceanport, NJ 07757 Re: Registration Statement on Form S-1 File No. 333-132550 Ladies and Gentlemen: We have acted as counsel to CommVault Systems, Inc., a Delaware corporation (the "Company"), in connection with the corporate proceedings (the "Corporate Proceedings") taken and to be taken relating to the public offering by the Company and by certain stockholders of the Company of up to 12,777,778 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"). We have also participated in the preparation of the Company's Registration Statement on Form S-1 (File No. 333-132550) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to such Shares. The Company will offer and may sell up to 6,148,148 of such shares of Common Stock pursuant to the Registration Statement (the "Primary Shares") and up to 6,629,630 of such shares of Common Stock will be offered and may be sold by certain selling stockholders pursuant to the Registration Statement (the "Secondary Shares"). Certain of the Secondary Shares will be issued to the selling stockholders upon conversion of the outstanding shares of the Company's preferred stock (the "Conversion"). In rendering the opinion set forth below, we have examined such corporate and other records, instruments, certificates and documents as we considered necessary to enable us to express this opinion. Based upon the foregoing, we are of the opinion that: 1. Upon completion of the Corporate Proceedings, the Primary Shares will have been duly authorized and, when the Primary Shares are delivered in accordance with the Underwriting Agreement in substantially the form filed as Exhibit 1.1 to the Registration Statement and the Corporate Proceedings, will be validly issued, fully paid and non-assessable. 2. The Secondary Shares which are currently outstanding ware validly issued, fully paid and non-assessable. CommVault Systems, Inc. September 15, 2006 Page 2 3. Upon completion of the Corporate Proceedings, the Secondary Shares which will be issued in the Conversion will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Very truly yours, /s/ Mayer, Brown, Rowe & Maw LLP Mayer, Brown, Rowe & Maw LLP