 | Exhibit 5.1
Wilson Sonsini Goodrich & Rosati Professional Corporation
650 Page Mill Road o: 650.493.9300 |
March 23, 2023
Splunk Inc.
270 Brannan Street
San Francisco, California 94107
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Splunk Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 3,296,675 shares of common stock reserved for issuance under the 2012 Employee Stock Purchase Plan, as amended (which plan is referred to herein as the “Plan” and which shares of common stock are referred to herein as the “Shares”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
| Very truly yours, | |
| WILSON SONSINI GOODRICH & ROSATI | |
| Professional Corporation | |
| /s/ Wilson Sonsini Goodrich & Rosati, | |
| Professional Corporation |
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