Exhibit 5.1
 | ||||
Wilson Sonsini Goodrich & Rosati Professional Corporation | ||||
| 650 Page Mill Road | ||||
| Palo Alto, California 94304-1050 | ||||
| O: 650.493.9300 | ||||
| F: 650.493.6811 | ||||
August 11, 2023
Cutera, Inc.
3240 Bayshore Blvd.
Brisbane, CA 94005
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Cutera, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 1,300,000 shares of Common Stock reserved for issuance pursuant to the Cutera, Inc. 2019 Equity Incentive Plan (the “2019Plan”) and 2,500,000 shares of Common Stock reserved for issuance pursuant to the Cutera, Inc. 2023 Inducement Equity Incentive Plan (the “Inducement Plan”, and together with the 2019 Plan, the “Plans”), all of which shares of Common Stock are referred to herein as the “Shares”. As your legal counsel, we have examined the proceedings taken and proposed to be taken in connection with the issuance, sale and payment of consideration for the Shares to be issued under the Plans.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid, and nonassessable.
We 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.
| Very truly yours, |
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |