Exhibit 5.1
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| | 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com |
November 14, 2019
RingCentral, Inc.
20 Davis Drive
Belmont, California 94002
| Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel to RingCentral, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) on November 12, 2019 of a registration statement on FormS-3 (Registration No. 333-234647) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), that is automatically effective under the Act pursuant to Rule 462(e) promulgated thereunder. The Registration Statement relates to (i) the proposed issuance and sale, from time to time, by the Company of shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), and (ii) the proposed sale, from time to time, by selling stockholders (the “Selling Stockholder(s)”) to be identified in the any applicable prospectus or prospectus supplement of Class A Common Stock, with an indeterminate amount as may at various times be issued at indeterminate prices, in reliance on Rule 456(b) and Rule 457(r) under the Act. The shares of Class A Common Stock are to be sold from time to time as set forth in the Registration Statement, the prospectus contained therein, and the supplements to the prospectus.
Pursuant to the Registration Statement, the Selling Stockholder will sell 1,750,000 shares of Class A Common Stock (the “Shares”), all of which will be sold to the Underwriters (as defined below) pursuant to that certain Underwriting Agreement, dated as of November 12, 2019 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholder and the underwriters named in Schedule I thereto (the “Underwriters”), substantially in the form as will be filed by the Company as an exhibit to a Current Report on Form8-K.
We are acting as counsel for the Company in connection with the sale by the Selling Stockholder of the Shares. In such capacity, we have examined the Registration Statement, together with the exhibits thereto and the documents incorporated by reference therein; the base prospectus, dated November 12, 2019, together with the documents incorporated by reference therein, filed with the Registration Statement relating to the offering of each of the Shares (the “Prospectus”); the preliminary prospectus supplement, dated November 12, 2019, in the form filed with the Commission pursuant to Rule 424(b) of the Securities Act relating to the offering of the Shares; and the final prospectus supplement, dated November 13, 2019, in the form filed with the Commission pursuant to Rule 424(b) of the Securities Act relating to the offering of the Shares (together with the Prospectus, the “Prospectus Supplement”). In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of
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