EXHIBIT 5.1
May 2, 2011
U.S. Auto Parts Network, Inc.
17150 South Margay Avenue
Carson, California 90746
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 1,500,000 shares of the Company’s Common Stock, $0.001 par value (the“Shares”), reserved for issuance pursuant to the Company’s 2007 Omnibus Incentive Plan (the“Plan”).
In connection with this opinion, we have examined the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Plan, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that Shares, when sold and issued in accordance with the Plan and options, as applicable, and when sold and issued in accordance with the Registration Statement and related prospectus, 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).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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Sincerely, COOLEYLLP |
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| By: | | /s/ Matthew T. Browne |
| | Matthew T. Browne |
