Exhibit 5.1
|
Carlton Fleming +1 650 843 5865 cfleming@cooley.com |
February 27, 2019
Quotient Technology Inc.
400 Logue Avenue
Mountain View, California 94043
| Re: | Registration Statement on FormS-8 |
Ladies and Gentlemen:
We have acted as counsel to Quotient Technology Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing by the Company, of a Registration Statement onForm S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 4,199,808 shares of the Company’s Common Stock, $0.00001 par value (the“Shares”), including (i) 3,799,808 shares (the “2013 Plan Shares”) reserved for issuance pursuant to the Company’s 2013 Equity Incentive Plan (the“2013 Plan”), and (ii) 400,000 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2013 Employee Stock Purchase Plan (the “2013 ESPP”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the 2013 Plan and the 2013 ESPP, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2013 Plan and the 2013 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
