Exhibit 5
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| October 12, 2010 | WilmerHale Venture Group | |
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LogMeIn, Inc.
500 Unicorn Drive Woburn, MA 01801 |
+1 781 966 2000 (t)
+1 781 966 2100 (f) wilmerhale.com |
Re: 2009 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
“Registration Statement”) to be filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an
aggregate of 2,000,000 shares of common stock, $0.01 par value per share (the “Shares”), of
LogMeIn, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2009 Stock
Incentive Plan (the “Plan”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as
amended and restated to date, and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we have deemed material
for the purposes of this opinion.
In our examination of the foregoing documents, 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 certified, photostatic or other copies, the
authenticity of the originals of any such documents and the legal competence of all signatories to
such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the
Shares in accordance with the Plan, to register and qualify the Shares for sale under all
applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the
state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and
sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters.
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Wilmer Cutler Pickering Hale and Dorr
llp
, 1100 Winter Street, Waltham, Massachusetts 02451
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LogMeIn Inc.
October 12, 2010
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October 12, 2010
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Based on the foregoing, we are of the opinion that the Shares have been duly authorized
for issuance and, when the Shares are issued and paid for in accordance with the terms and
conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with
the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.
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Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP |
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| By: | /s/ Susan L. Mazur | |||
| Susan L. Mazur, a Partner | ||||