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Exhibit 5.1 |
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650 Town Center Drive, 20th Floor |
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Costa Mesa, California 92626-1925 |
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Tel: +1.714.540.1235 Fax: +1.714.755.8290 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
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Milan |
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Beijing |
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Munich |
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Boston |
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New York |
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Brussels |
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Orange County |
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Century City |
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Paris |
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Chicago |
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Riyadh |
March 28, 2024 |
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Dubai |
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San Diego |
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Düsseldorf |
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San Francisco |
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Frankfurt |
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Seoul |
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Hamburg |
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Silicon Valley |
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Hong Kong |
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Singapore |
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Houston |
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Tel Aviv |
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London |
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Tokyo |
Ouster, Inc. |
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Los Angeles |
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Washington, D.C. |
350 Treat Avenue |
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Madrid |
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San Francisco, California 94110
Re: Registration Statement on Form S-8; 3,840,657 shares of Ouster, Inc. Common Stock, par value
$0.0001 per share
To the addressee set forth above:
We have acted as special counsel to Ouster, Inc., a Delaware corporation (the Company), in connection with the registration
by the Company of an aggregate of 3,840,657 shares of its common stock, $0.0001 par value per share (the Shares), which includes (i) 2,520,253 shares issuable under the Companys 2021 Incentive Award Plan (the 2021
Plan) and (ii) 1,320,404 shares issuable under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2021 Plan, the Plans). The Shares are included in a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on March 28, 2024
(the Registration Statement).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of
Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein
with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We
are opining herein as to the General Corporation Law of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have
been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated
by the Plans, and assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of
law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be
validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares as provided in the DGCL.