Exhibit 5.1
C:
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C:
C:
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Re:
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Registration Statement on Form S-1 |
C:
Ladies and Gentlemen:
We are acting as counsel to comScore, Inc., a Delaware corporation (the
“Company”) in
connection with the registration of 5,750,000 shares of
the Company’s Common Stock, par value
$0.001 per share, including 750,000 shares subject to an over-allotment option (collectively, the
“Shares”), pursuant to a Registration Statement on Form S-1 (Registration No.
333-141740), as
amended (the
“Registration Statement”), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Shares are to be sold to the underwriters for resale to the
public as described in the Registration Statement and pursuant to the
underwriting agreement
referred to in the Registration Statement (the
“Underwriting Agreement”).
As counsel for
the Company, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with the originals of all documents
submitted to us as copies. We are admitted to practice law in the State of California, the
District of Columbia and the Commonwealth of Virginia, and we render this opinion only with respect
to, and express no opinion herein concerning the application or effect of the laws of any
jurisdiction other than, the existing laws of the United States of America, the State of
California, the District of Columbia, the Commonwealth of Virginia and the Delaware General
Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.
Based upon the foregoing, we are of the opinion that (i) the Shares to be registered for sale
by
the Company have been duly authorized by
the Company, and the Shares to be sold by
the Company,
when issued, delivered and paid for in accordance with the terms of the
Underwriting Agreement,
will be validly issued, fully paid and nonassessable and (ii) the Shares to be sold by the selling
stockholders pursuant to the
Underwriting Agreement have been duly authorized by
the Company, and
are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name wherever appearing in the Registration Statement, including
the prospectus constituting a part thereof, and any amendment thereto.
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Very truly yours, |
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation |
