Exhibit 5.1
June 5, 2015
INVENSENSE, INC.
1745 Technology Drive, Suite 200
San Jose, CA 95110
| | Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are acting as counsel for InvenSense, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement onForm S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 13,803,844 shares of the Company’s common stock, par value $.001 per share (the “Shares”), issuable pursuant to the Company’s 2011 Stock Incentive Plan (the “Plan”).
We have reviewed and are familiar with such corporate proceedings and other matters as we have considered relevant or necessary for the opinions expressed in this letter. In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP
