Exhibit 5
July 31, 2009
Actuate Corporation
2207 Bridgepointe Parkway, Suite 500
San Mateo, CA 94404
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Re:
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Actuate Corporation – Post-Effective Amendment No. 1 to Registration Statement on Form S-8
for an aggregate of 2,808,482 shares of common stock |
Ladies and Gentlemen:
We have acted as counsel to Actuate Corporation, a Delaware corporation (the “Company”), in
connection with the registration statement on Form S-8, as amended by
the Post-Effective Amendment No. 1 to such registration statement (the
“Registration Statement”) under the Securities Act of 1933, as amended, registering: (i) an
additional 2,208,482 shares of the Company’s common stock reserved for issuance under the Company’s
Amended and Restated 1998 Equity Incentive Plan (the “Incentive Plan”) and (ii) an additional
600,000 shares of the Company’s common stock reserved for issuance under the Company’s 1998
Employee Stock Purchase Plan (the “Purchase Plan”). All such shares are collectively referred to
herein as the “Shares”.
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item
601(b)(5)(i) of Regulation S-K.
We have reviewed the Company’s charter documents together with the applicable Incentive Plan and
Purchase Plan documents (including the automatic share increase provisions) and the corporate
proceedings taken by the Company in connection with respect to the establishment and the amendment
of the Incentive Plan and the Purchase Plan. Based on such review, we are of the opinion that, if,
as and when the Shares have been issued and sold (and the consideration therefore received)
pursuant to (a) duly authorized option agreements under the Incentive Plan and in accordance with
the Registration Statement, (b) duly authorized restricted stock units or other stock-based awards
under the Incentive Plan and in accordance with the Registration Statement, or (c) duly authorized
stock purchase agreements under the Purchase Plan and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. In
giving the opinion set forth in this letter, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Securities and Exchange Commission
Actuate Corporation
July 31, 2009
Page 2
thereunder.
This opinion letter is rendered as of the date first written above and we disclaim any obligation
to advise you of facts, circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Incentive Plan, the Purchase
Plan or the Shares.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP