Exhibit 5.1
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Seth J. Gottlieb +1 650 843 5864 sgottlieb@cooley.com |
March 2, 2020
Roku, Inc.
150 Winchester Circle
Los Gatos, CA 95032
Ladies and Gentlemen:
We have acted as counsel to Roku, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on FormS-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 6,436,232 shares of Class A common stock, par value $0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. 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 authorization, execution and delivery by all persons other than by the Company, of all documents where due authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, 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.
Sincerely,
Cooley LLP
By:/s/ Seth J. Gottlieb
Seth J. Gottlieb
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t:(650) 843-5000 f:(650) 849-7400 cooley.com
