Exhibit 5.1
June 15, 2015
Invuity, Inc.
444 De Haro Street
San Francisco, CA 94107
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on June 15, 2015 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,535,794 shares of your common stock, par value $0.001 per share (the “Shares”), (i) 1,874,220 Shares of which are subject to currently outstanding options under the 2005 Equity Incentive Plan and (ii) 1,661,574 Shares of which are to be issued pursuant to restricted stock units and options or other equity awards under the 2015 Equity Incentive Plan (collectively, the “Plans”). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable.
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, P.C. |
