Exhibit 5.1
| ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
February 8, 2023
Sonos, Inc.
614 Chapala Street
Santa Barbara, CA 93101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 10,441,490 shares (the “Shares”) of common stock, $0.001 par value (“Common Stock”), of Sonos, Inc., a Delaware corporation (the “Company”), including 7,458,207 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and 2,983,283 shares of Common Stock issuable under the Company’s 2018 Employee Stock Purchase Plan (the “2018 ESPP” and, together with the 2018 Plan, the “Plans”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plans. For purposes of our opinion, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP