Exhibit 5.1
[ORACLE LETTERHEAD]
June 27, 2017
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Ladies and Gentlemen:
I am Vice President, Associate General Counsel and Assistant Secretary of Oracle Corporation (the “Company”), and I offer this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about June 27, 2017, in connection with the registration under the Securities Act of 1933, as amended, of 1,027,005 shares of the Common Stock of the Company, par value $0.01 (the “Shares”) issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2017 (the “Merger Agreement”), by and among the Company, OC Acquisition LLC and Mountain Top Acquisition Corporation, each a subsidiary of the Company, Moat Inc. (“Moat”) and the Holder Representative. Pursuant to the Merger Agreement, the Company assumed outstanding equity awards of Moat under the Moat Inc. 2011 Stock Option Plan, as amended (the “Moat Plan”).
I have examined such documents and such matters of fact and law as I have deemed necessary to examine relating to the issuance of the Shares. It is my opinion that the Shares, when delivered pursuant to the terms of the Moat Plan, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to myself in the Registration Statement and any amendments thereto.
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| Sincerely, |
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| /s/ BRIAN S. HIGGINS |
Brian S. Higgins Vice President, Associate General Counsel and Assistant Secretary |
