EXHIBIT 5.1
[Letterhead of Perkins Coie LLP]
August 7, 2020
Avalara, Inc.
255 South King Street, Suite 1800
Seattle, WA 98104
| | Re: | Registration Statement on Form S-3 |
File No. 333-240348
Ladies and Gentlemen:
We have acted as counsel to Avalara, Inc., a Washington corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”), of a registration statement on Form S-3 (Registration No. 333-240348) filed August 4, 2020 (the “Registration Statement”), including the prospectus constituting a part thereof, dated August 4, 2020 (the “Base Prospectus”), and the prospectus supplement to the Base Prospectus, dated August 5, 2020 (together with the Base Prospectus, the “Prospectus”) with respect to the sale in an underwritten public offering of up to 4,527,558 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), by the Company (including up to 590,551 shares of Common Stock that the underwriters have the option to purchase from the Company) (the “Shares”). The Shares are to be sold pursuant to the terms of an underwriting agreement dated August 5, 2020 between the Company and Goldman Sachs & Co. LLC as representative of the underwriters named therein (the “Underwriting Agreement”).
In our capacity as counsel to the Company, we have examined the Registration Statement, the Prospectus and such documents, records and instruments as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following without investigation: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, assuming (i) registration by the Company’s registrar of the Shares, (ii) the offering and sale of the Shares in accordance with the Underwriting Agreement and (iii) receipt by the Company of the consideration therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
