EPAM Systems, Inc.
41 University Drive, Suite 202
Newtown, Pennsylvania 18940
Ladies and Gentlemen:
We have acted as special counsel to EPAM Systems, Inc., a Delaware corporation (the “Company ”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 17,175,744 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share, issuable pursuant to the Company’s 2006 Stock Option Plan, as amended, 2012 Long Term Incentive Plan and 2012 Non-Employee Directors Compensation Plan (each, a “Plan”).
We have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the applicable Plan upon receipt by the Company of the payment therefor, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
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Very truly yours,
/s/ Davis Polk & Wardwell LLP
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