Mimecast (MIME) S-8Registration of securities for employees

Documents examined and related matters

For the purposes of this opinion we have examined and relied upon copies of the following documents:

a draft of the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; and

the Company's memorandum and articles of association.

For the purposes of this opinion, we have, with the Company's consent, relied upon a certificate or other written confirmation of an officer or employee of the Company or its subsidiaries as to matters of fact (the Opinion Certificate), without having independently verified such factual matters.

For the purposes of this opinion, we have not:

examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S‑8); and

undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

In this opinion:

non-assessable means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the

purchase price of those Plan Shares pursuant to an award made under the Plan; and

Plan Shares means an aggregate of 3,124,281 ordinary shares of $0.012 nominal value each in the capital of the Company which are to be issued or transferred to an award holder pursuant to, or in connection with, an award made or to be made under the Plan.  

In this opinion, headings are for convenience only and do not affect its interpretation.

Assumptions

that the rules of the Plan have been properly adopted by the Company and that the Plan has been, and will at all times be, operated in accordance with its rules;

that the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan):

has authorised and granted all existing awards relating to Plan Shares; and

has resolved to satisfy all existing awards relating to Plan Shares,

that the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan):

will duly authorise and grant all future awards relating to Plan Shares; and

will resolve to satisfy all future awards relating to Plan Shares,

that all Plan Shares currently in issue which may be transferred to an award holder under the Plan in settlement of an award have been validly issued and are credited as fully paid;

that a meeting of the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant award holder;

that no allotment and issue of Plan Shares will result in:

a breach of any authority to allot ordinary shares conferred on the directors of the Company by the shareholders of the Company; or

a breach of any pre-emptive or anti-dilution provision in the Company's memorandum and articles of association; or

the number of shares reserved for issue under the Plan being exceeded; or

the authorised share capital of the Company being exceeded;

that no Plan Shares have been, or will be, issued at a price less than their nominal value;

that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred, in accordance with the Company's articles of association;

that the transferee of any Plan Share will have: (A) the capacity, power and authority; (B) taken all necessary action; and (C) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it), to become the registered holder of that Plan Share in accordance with all applicable laws;

the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;

that all matters certified in the Opinion Certificate were, and remain at the date of this opinion, true and accurate;

that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be;

that the Company is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due or bankrupt (as defined in Article 8 of the Interpretation (Jersey) Law 1954) as a result of the creation or performance of the Plan or the issue or transfer of Plan Shares pursuant to the Plan;

that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and

that no event occurs after today's date that would affect anything in this opinion.

Opinion

receipt in full by the Company of all amounts payable by the award holder under the Plan in respect of the award holder's award; and

entry of the name of the award holder as the holder of those Plan Shares in the Company's register of members,

Jersey law

Benefit of opinion

This opinion is addressed to the Company in connection with the registration of the Plan Shares under the Securities Act.  

We consent to the filing of a copy of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.