Exhibit
5.1
February 13, 2009
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
|
|
|
| Re: |
|
Securities Being Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with your filing of a Registration
Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”), on or about the date hereof relating to an
aggregate of 1,116,483 shares (the “Shares”) of Common Stock, $0.01 par value per share, of
iRobot Corporation, a Delaware corporation (the “Company”), that may be issued pursuant to
the Company’s 2005 Stock Option and Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate
to give the opinions expressed below. We have relied, without independent verification, on
certificates of public officials and, as to matters of fact material to the opinion set forth
below, on certificates of officers of the Company.
The opinion expressed below is limited to the Delaware General Corporation Law (which includes
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
Delaware General Corporation Law and the Delaware Constitution).
For purposes of the opinion expressed below, we have assumed that a sufficient number of
authorized but unissued shares of the Company’s Common Stock will be available for issuance when
the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and,
upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration
Statement. In giving our consent, we do not 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 thereunder.
| |
|
|
|
|
| |
Very truly yours,
|
|
| |
/s/ Goodwin Procter LLP
|
|
| |
|
|
| |
GOODWIN PROCTER LLP |
|
| |