Exhibit 5.1
November 30, 2020
Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale, CA 94089
RE:REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about November 30, 2020 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of (1) 7,920,000 shares of your common stock (the “Common Stock”) available for issuance under the Accuray Incorporated Amended and Restated 2016 Equity Incentive Plan ("Incentive Plan"), (2) 1,500,000 shares of your Common Stock available for issuance under the Amended and Restated Accuray Incorporated 2007 Employee Stock Purchase Plan (the “ESPP” and together with the Incentive Plan, the “Plans”), (3) 131,578 shares of Common Stock available for issuance under the Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Jim Dennison (the “RSU Award”), (4) 125,000 shares of Common Stock available for issuance under the Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Jim Dennison (the “Option Award”) and (5) 1,882 shares of Common Stock available for issuance under the Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Michael Hoge (together with the RSU Award and the Option Award, the “Awards”). All such shares of Common Stock are referred to herein as the “Shares”. As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans or under the Awards.
It is our opinion that, when issued and sold in compliance with the prospectus delivery requirements and in the manner described in the Plans or the Awards, as applicable, and pursuant to the agreements which accompany each grant or award issued pursuant to the Plans or the Awards, as applicable, the Shares will be legally and validly issued, fully-paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
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| Very Truly Yours, |
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| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
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| /s/ Wilson Sonsini Goodrich & Rosati |
