Exhibit 5.1
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Davis Polk & WardwellLLP 1600 El Camino Real Menlo Park, CA 94025 | | 650 752 2000 tel 650 752 2111 fax |
December 19, 2018
Equinix, Inc.
One Lagoon Drive
Redwood City, California 94065
Ladies and Gentlemen:
Equinix, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on FormS-3 (FileNo. 333-221380) (the “RegistrationStatement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including shares of common stock of the Company, par value $0.001 per share (the “CommonStock”), having an aggregate offering price to the public of up to $750,000,000 (the “Securities”), to be sold pursuant to an Equity Distribution Agreement dated December 19, 2018 (the “Equity Distribution Agreement”) by and between the Company and the several sales agents named therein.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Equity Distribution Agreement, the Securities will be validly issued, fully paid andnon-assessable. In rendering the foregoing opinion, we have assumed that (i) upon the issuance of any of the Securities, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated Certificate of Incorporation, as amended and (ii) the terms of certain sales of the Securities by the Company from time to time under the Equity Distribution Agreement will be authorized and