Exhibit 5.1
August 22, 2014
Identiv, Inc.
39300 Civic Center Drive, Suite 160
Fremont, California 94538
Ladies and Gentlemen:
As legal counsel for Identiv, Inc., a Delaware corporation (the “Company”), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the “Registration Statement”) of 1,000,000 shares (the “Shares”) (as adjusted for the Company’s 1 for 10 reverse stock split effective May 23, 2014), of the Common Stock, $0.001 par value, of the Company issuable under the Identiv, Inc. 2011 Incentive Compensation Plan (the “2011 Plan”).
We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the Shares which may be issued pursuant to the 2011 Plan, are duly authorized and, when issued against receipt of the consideration therefor in accordance with the provisions of the 2011 Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name wherever it appears in said Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 ofRegulation S-K.
This opinion letter is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. 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 Shares or the Registration Statement.
Respectfully submitted,
/s/ DLA Piper LLP (US)