Babak Yaghmaie
T: 212 479 6556
byaghmaie@cooley.com
Exhibit 5.1March 6, 2019
Aquantia Corp.
91 E. Tasman Drive, Suite 100
San Jose, California 95134
Re:Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Aquantia Corp., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering the offering of up to (a) 4,056,488 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 EIP Shares”) and (b) 1,371,481 shares of Common Stock (the “2017 Employee Stock Purchase Plan Shares” and, together with the 2017 EIP Shares, the “Shares”) issuable pursuant to the Company’s 2017 Employee Stock Purchase Plan (together with the Company’s 2017 Equity Incentive Plan, as amended, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plans and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem 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 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 Plans, 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).
Cooley LLP 1114 Avenue of the Americas New York, NY 10036
t: (212) 479-6000 f: (212) 479-6275 cooley.com
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Aquantia Corp. March 6, 2019 Page 2 |
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We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By:/s/ Babak Yaghmaie
Babak Yaghmaie
Cooley LLP 1114 Avenue of the Americas New York, NY 10036
t: (212) 479-6000 f: (212) 479-6275 cooley.com