Exhibit 5.1
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| | SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SUITE 2000 SAN FRANCISCO, CA 94104 +1 415 772 1200 +1 415 772 7400 AMERICA • ASIA PACIFIC • EUROPE | | |
April 1, 2019
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
| | Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel to Palo Alto Networks, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 1,060,296 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issued to certain selling stockholders referred to in the prospectus supplement dated April 1, 2019 (the “Prospectus Supplement”), pursuant to the Merger Agreement, dated as of February 18, 2019 (the “Merger Agreement”), by and among the Company, Deer Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of the Company, Deer Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, Demisto, Inc., a Delaware corporation, and Fortis Advisors LLC, as representative of the stockholders of Demisto, Inc. The Shares have been registered pursuant to a Registration Statement onForm S-3 (FileNo. 333-227324) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on September 13, 2018.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
We have examined the Registration Statement, the Prospectus Supplement, the Merger Agreement, the Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware, the Amended and Restated Bylaws of the Company, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and a special transaction committee of the board of directors of the Company established by such board relating to the Merger Agreement, the Prospectus Supplement and the issuance of the Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
