OPINION OF WILSON SONSINI GOODRICH ROSATI, PROFESSIONAL CORPORATION

OPINION OF WILSON SONSINI GOODRICH ROSATI, PROFESSIONAL CORPORATION

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We have examined the Registration Statement on Form S-8 (the “Registration
Statement”) to be filed by LinkedIn Corporation, a Delaware corporation, with
the Securities and Exchange Commission on or about the date hereof, in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 34,380,298 shares of your Class A common stock, par value
$0.0001 per share, and 17,026,313 shares of your Class B common stock, par value
$0.0001 per share (the “Shares”), consisting of: (i) 13,382,690 shares of
Class A common stock to be issued under the 2011 Equity Incentive Plan,
(ii) 471,295 shares of Class A common stock which are subject to currently
outstanding options under the 2011 Equity Incentive Plan, (iii) 3,500,000 shares
of Class A common stock to be issued under the 2011 Employee Stock Purchase
Plan, and (iv) 17,026,313 shares of Class B common stock which are subject to
currently outstanding options under the Amended and Restated 2003 Stock
Incentive Plan (and the 17,026,313 shares of Class A common stock issuable upon
conversion of such Class B common stock) (collectively, the “Plans”). As your
legal counsel, we have reviewed the actions proposed to be taken by you in
connection with the issuance and sale of the Shares to be issued under the
Plans.

It is our opinion that the Shares, when issued and sold in the manner
referred to in the Plans and pursuant to the agreements that accompany the
Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

10015

Form S-8 Registration Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

LinkedIn Corporation

(Exact name of Registrant as specified in its charter)

Delaware

47-0912023

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2029 Stierlin Court

Mountain View, California 94304

(Address of principal executive offices, including zip
code)

2011 Equity Incentive Plan

2011 Employee Stock Purchase Plan

Amended and Restated 2003 Stock Incentive Plan

(Full title of the plan)

Jeffrey Weiner

Chief Executive Officer

LinkedIn Corporation

2029 Stierlin Court

Mountain View, California 94304

(650) 687-3600

(Name, address and telephone number, including area
code, of agent for service)

Copies to:

Jeffrey D. Saper, Esq.

Katharine A. Martin, Esq.

Jon C. Avina, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Erika Rottenberg, Esq.

Lora D. Blum, Esq.

LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

(650) 687-3600

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A common stock, $0.0001 par value per share:
:2011 Equity Incentive Plan	13,382,690 (2)	$88.08 (7)	$1,178,747,335.20	$136,852.57
:2011 Employee Stock Purchase Plan	3,500,000 (3)	$78.87 (8)	$262,045,000.00	$30,423.42
:2011 Equity Incentive Plan	471,295 (4)	$45.00 (9)	$21,208,275.00	$2,462.28
:2003 Stock Incentive Plan	17,026,313 (5)	– (10)	:	:
Class B common stock, $0.0001 par value per share:
:2003 Stock Incentive Plan	17,026,313 (6)	$7.39 (11)	$25,824,453.07	$14,608.22
TOTAL:	51,406,611		$1,587,825,063.27	$184,346.49

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant153s Class A or Class B common stock that become issuable under the 2011
Equity Incentive Plan (“2011 Plan”), 2011 Employee Stock Purchase Plan (“2011
ESPP”) and Amended and Restated 2003 Stock Incentive Plan (“2003 Plan”) by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases the number
of the Registrant153s outstanding shares of Class A or Class B common stock.

(2)

Shares of Class A common stock reserved for issuance under the 2011 Plan
consist of (a) 1,528,705 shares of Class A common stock to be issued under the
2011 Plan plus (b) 11,853,985 shares of Class A common stock previously reserved
but unissued under the 2003 Plan that are now available for issuance under the
2011 Plan. To the extent outstanding awards under the 2003 Plan are forfeited or
lapse unexercised and would otherwise have been returned to the share reserve
under the 2003 Plan, the shares of Class B common stock subject to such awards
instead will be available for future issuance as Class A common stock under the
2011 Plan. See footnote 6 below.

(3)	Represents 3,500,000 shares of Class A common stock to be issued under the 2011 ESPP.

(4)	Represents 471,295 shares of Class A common stock reserved for issuance pursuant to stock option awards outstanding under the 2011 Plan as of the date of this Registration Statement.

(5)	Represents Class A common stock issuable upon conversion of Class B common stock underlying options outstanding under the 2003 Plan as of the date of this Registration Statement. See footnote 2 above.

(6)

Represents 17,026,313 shares of Class B common stock reserved for issuance
pursuant to stock option awards outstanding under the 2003 Plan as of the date
of this Registration Statement. Any such shares of Class B common stock that are
subject to awards under the 2003 Plan which are forfeited or lapse unexercised
and would otherwise have been returned to the share reserve under the 2003 Plan
will be available for issuance as Class A common stock under the 2011 Plan. See
footnote 2 above.

(7)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $88.08, the average of the high and low prices of the Registrant153s Class A common stock as reported on the New York Stock Exchange on May 23, 2011.

(8)

Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of 85% of $88.08, the average of
the high and low prices of the Registrant153s Class A common stock as reported on
the New York Stock Exchange on May 23, 2011. Pursuant to the 2011 ESPP, which
plan is incorporated by reference herein, the purchase price of the shares of
Class A common stock will be 85% of the lower of the fair market value of the
Class A common stock on the first trading day of the offering period or on the
last day of the offering period.

(9)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the exercise price of $45.00 per share.

(10)

Pursuant to Rule 457(i), there is no fee associated with the registration of
shares of Class A common stock issuable upon conversion of shares of any Class B
common stock (a convertible security) being registered under this Registration
Statement because no additional consideration will be received in connection
with the conversion of shares of Class B common stock.

(11)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of $7.39 per share.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

LinkedIn Corporation (the “Registrant”) hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

(1) The Registrant153s Prospectus filed with the Commission on May 19, 2011,
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
“Securities Act”), relating to the Registration Statement on Form S-1, as
amended (File No. 333-171903), which contains the Registrant153s audited financial
statements for the latest fiscal year for which such statements have been filed;
and

(2) The description of the Registrant153s Class A common stock contained in the
Company153s Registration Statement on Form 8-A (File No. 001-35168) filed with the
Commission on May 9, 2011, pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), including any amendment or report
filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been sold
or that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents; provided, however,
that documents or information deemed to have been furnished and not filed in
accordance with the rules of the Commission shall not be deemed incorporated by
reference into this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.

Description of Securities.

See the description of the Registrant153s Class B common stock contained in the
Company153s Registration Statement on Form S-1 (File No. 333-171903).

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

II-1

Item 6.

Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation153s board of directors to grant, and authorizes a court
to award, indemnity to officers, directors and other corporate agents under
certain circumstances.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
the Registrant153s Amended and Restated Certificate of Incorporation, as currently
in effect, provides that we will indemnify our directors and officers, and may
indemnify our employees and other agents, to the fullest extent permitted by the
Delaware General Corporation Law. If the Delaware General Corporation Law is
amended to authorize corporate action further eliminating or limiting the
personal liability of a director, then the liability of our directors will be
eliminated or limited to the fullest extent permitted by Delaware General
Corporation Law, as so amended.

In addition, as permitted by Section 145 of the General Corporation Law of
the State of Delaware, the Amended and Restated Bylaws of the Registrant, as
currently in effect, provide that:

The Registrant shall indemnify its directors and officers for
serving the registrant in those capacities or for serving other business
enterprises at the registrant153s request, to the fullest extent permitted by
Delaware law. Delaware law provides that a corporation may indemnify such person
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe such
person153s conduct was unlawful.

The Registrant will, as applicable, and may, in its discretion,
indemnify employees and agents in those circumstances where indemnification is
permitted or required by applicable law.

The Registrant is required to advance expenses, as incurred, to
its directors and officers in connection with defending a proceeding, except
that such director or officer shall undertake to repay such advances if it is
ultimately determined that such person is not entitled to indemnification.

The Registrant will not be obligated pursuant to the bylaws to
indemnify a person with respect to proceedings initiated by that person, except
with respect to proceedings authorized by the Registrant153s board of directors or
brought to enforce a right to indemnification.

The rights conferred in the bylaws are not exclusive, and the
Registrant is authorized to enter into indemnification agreements with its
directors, officers, employees and agents and to obtain insurance to indemnify
such persons.

The Registrant may not retroactively amend the bylaw provisions
to reduce its indemnification obligations to directors, officers, employees and
agents.

In addition, the Registrant153s practice is to enter into separate
indemnification agreements with each of its directors and officers that require
the Registrant to indemnify its directors and officers, to the maximum extent
permitted by applicable law, and also provide for certain procedural
protections.

The indemnification obligations described above may be sufficiently broad to
permit the indemnification of the Registrant153s directors and officers for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act.

Item 7.

Exemption from Registration Claimed.

Not applicable.

II-2

Item 8.

Exhibits.

Exhibit

Number

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

4.1*

Form of LinkedIn Corporation153s Class A Common Stock Certificate.

S-1/A

333-171903

4.1

May 9, 2011

4.2*

Form of LinkedIn Corporation153s Class B Common Stock Certificate.

S-1/A

333-171903

4.2

May 9, 2011

4.3*

Amended and Restated 2003 Stock Incentive Plan and Form of Stock Option
Agreement.

S-1/A

333-171903

10.1

January 27, 2011

4.4*

2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011
Equity Incentive Plan.

S-1/A

333-171903

10.2

May 4, 2011

4.5*

2011 Employee Stock Purchase Plan.

S-1/A

333-171903

10.17

May 4, 2011

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1

Consent of Deloitte & Touche, LLP, Independent Registered Public
Accounting Firm.

23.2

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1 hereto).

24.1

Power of Attorney (contained on signature page hereto).

*	Incorporated by reference to exhibits filed with the Registrant153s Registration Statement on Form S-1, as amended (Registration No. 333-171903), as declared effective on May 18, 2011.

Item 9.

Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

II-3

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant153s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan153s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on the
23^rd day of May, 2011.


LINKEDIN CORPORATION

By:		/s/ Jeffrey Weiner
		Jeffrey Weiner
		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Sordello and Erika Rottenberg, jointly and
severally, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-8 of LinkedIn Corporation, and any or all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.


Signature	Title	Date

/s/ Jeffrey Weiner Jeffrey Weiner	Chief Executive Officer and Director (principal executive officer)	May 23, 2011

/s/ Steven Sordello Steven Sordello	Senior Vice President and Chief Financial Officer (principal financial officer)	May 23, 2011

/s/ Kent Buller Kent Buller, CPA	Corporate Controller (principal accounting officer)	May 23, 2011

/s/ A. George “Skip” Battle A. George “Skip” Battle	Director	May 23, 2011

/s/ Reid Hoffman Reid Hoffman	Chair of the Board of Directors	May 23, 2011

/s/ Leslie Kilgore Leslie Kilgore	Director	May 23, 2011

/s/ Stanley Meresman Stanley Meresman	Director	May 23, 2011

/s/ Michael Moritz Michael Moritz	Director	May 23, 2011

/s/ David Sze David Sze	Director	May 23, 2011

II-5

INDEX TO EXHIBITS

Exhibit

Number

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

4.1*

Form of LinkedIn Corporation153s Class A Common Stock Certificate.

S-1/A

333-171903

4.1

May 9, 2011

4.2*

Form of LinkedIn Corporation153s Class B Common Stock Certificate.

S-1/A

333-171903

4.2

May 9, 2011

4.3*

Amended and Restated 2003 Stock Incentive Plan and Form of Stock Option
Agreement.

S-1/A

333-171903

10.1

January 27, 2011

4.4*

2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011
Equity Incentive Plan.

S-1/A

333-171903

10.2

May 4, 2011

4.5*

2011 Employee Stock Purchase Plan.

S-1/A

333-171903

10.17

May 4, 2011

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1

Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm.

23.2

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1 hereto).

24.1

Power of Attorney (contained on signature page hereto).

*	Incorporated by reference to exhibits filed with the Registrant153s Registration Statement on Form S-1, as amended (Registration No. 333-171903), as declared effective on May 18, 2011.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (do not check if a smaller reporting company)

Smaller reporting company