November 2, 2005
Akamai Technologies, Inc.
8 Cambridge Center
Cambridge, MA 02142
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Re:
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Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3
(File No. 333-53906) (the Registration Statement) filed by Akamai Technologies, Inc., a Delaware
corporation (the Company), with the Securities and Exchange Commission (the Commission) under
the Securities Act of 1933, as amended (the Securities Act), for the registration of shares of
common stock, $0.01 par value per share (the Common Stock), preferred stock, $0.01 per value per
share, debt securities and warrants of the Company, all of which may be issued from time to time on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate initial
offering price not to exceed $500,000,000; and (ii) the prospectus supplement, dated October 31,
2005 (the Prospectus Supplement) relating to the issue and sale of up to 13,800,000 shares of
Common Stock of the Company (the Shares) (including 1,800,000 Shares issuable upon exercise of an
over-allotment option granted to the Underwriter (as defined below)).
The Shares are to be sold by the Company pursuant to an underwriting agreement (the Underwriting
Agreement) entered into by and between the Company and Deutsche Bank Securities Inc. (the
Underwriter), which has been filed as Exhibit 1.1 to the Companys Current Report on Form 8-K,
dated October 31, 2005, as filed with the Commission on the date hereof.
We are acting as counsel for the Company in connection with the issue and sale by the Company of
the Shares. We have examined signed copies of the Registration Statement and a copy of the
Prospectus Supplement, each as filed with the Commission. We have also examined and relied upon
the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors,
including committees thereof, of the Company as provided to us by the Company, the Certificate of
Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other
documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
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 copies, the authenticity of the originals of such
latter documents and the legal competence of all signatories to such documents.
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.
Akamai Technologies, Inc.
November 2, 2005
Page 2
Based upon and subject to 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 Underwriting Agreement, the Shares will be validly issued, fully paid and
nonassessable.
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 and may not be used, quoted or relied upon for
any other purpose nor may this opinion be furnished to, quoted to or relied upon by any other
person or entity, for any purpose, without our prior written consent.
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. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act with the Commission as an exhibit to the
Current Report on Form 8-K to be filed by the Company in connection with the issue and sale of the
Shares and to the use of our name in the Prospectus Supplement under the caption Legal Matters.
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.
Very truly yours,
Wilmer Cutler Pickering
Hale and Dorr LLP
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By:
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/s/ Susan W. Murley
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Susan W. Murley, a Partner |
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