Exhibit 5.1
May 30, 2023
MicroStrategy Incorporated
1850 Towers Crescent Plaza
Tysons Corner, Virginia 22182
| | Re: | Post-Effective Amendments to Registration Statements on Form S-8 for Shares of Class A Common Stock, par value $0.001 per share, of MicroStrategy Incorporated. |
Ladies and Gentlemen:
We have assisted in the preparation of Post-Effective Amendment No. 1 (the “Post-Effective Amendments”) to Registration Statement Nos. 333-197645, 333-228431 and 333-266463 on Form S-8 (the “Registration Statements”) to be filed with the Securities and Exchange Commission (the “Commission”) by MicroStrategy Incorporated (the “Company”) under the Securities Act of 1933, as amended (the “Securities Act”). The Post-Effective Amendments reflect that up to an additional 1,732,703 shares of the class A common stock, $0.001 par value per share, of the Company (the “Class A Stock”) previously registered under the Registration Statements (the “Carryover Shares”) may become available for issuance under the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to the terms and conditions of the 2023 Plan.
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Post-Effective Amendments and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Carryover Shares in accordance with the 2023 Plan, to register and qualify the Carryover Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.
It is understood that this opinion is to be used only in connection with the offer and sale of the Carryover Shares while the Registration Statements to which the Post-Effective Amendments relate is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
