July [●], 2019
1601 Trapelo Road, Suite 115
Waltham, MA 02451
Securities Registered under Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (File No. 333-232558) (as amended or supplemented, the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration of the offering by Dynatrace, Inc., a Delaware corporation (the Company), of up to 40,936,628 shares, which includes up to 38,868,481 shares of Common Stock (the Company Shares) to be newly issued and sold by the Company and up to 2,068,147 shares of Common Stock (the Selling Stockholder Shares and together with the Company Shares, the Shares) to be sold by the selling stockholders listed in the Registration Statement under Principal and Selling Stockholders (the Selling Stockholders), including shares purchasable by the underwriters upon their exercise of an option to purchase additional shares granted to the underwriters by the Company and certain of the Selling Stockholders. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company, the Selling Stockholder and such underwriters (the Underwriting Agreement).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that (i) the Company Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable and (ii) the Selling Stockholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption Legal Matters in 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,
GOODWIN PROCTER LLP