Exhibit 5.1
May 16, 2019
Digimarc Corporation
9405 SW Gemini Drive
Beaverton, Oregon 97008
Ladies and Gentlemen:
We have acted as counsel to Digimarc Corporation, an Oregon corporation (the “Company”), in connection with the issuance and sale, from time to time, of shares of common stock of the Company, $0.001 par value per share, having an aggregate sale price of up to $30,000,000 (the “Shares”), pursuant to the Equity Distribution Agreement, dated May 16, 2019 (the “Equity Distribution Agreement”), between the Company and Wells Fargo Securities, LLC. The Shares will be issued pursuant to the Company’s registration statement onForm S-3 (RegistrationNo. 333-218300), as filed with the Securities and Exchange Commission on May 26, 2017 (at the time it became effective, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and the related prospectus dated June 9, 2017 and prospectus supplement dated May 16, 2019 (collectively, the “Prospectus”).
We have examined the Registration Statement, the Prospectus and other instruments, certificates, records and documents, matters of fact and questions of law that we have deemed necessary for the purposes of this opinion. In our examination, we have assumed the authenticity of documents submitted to us as originals and the genuineness of all signatures, the conformity to the original documents of all documents submitted to us as copies, and the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, certificates, records and documents we have reviewed.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the terms of the Equity Distribution Agreement and the Registration Statement, the Shares will be validly issued, and the Shares will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report onForm 8-K to be filed on May 17, 2019, incorporated by reference into the Registration Statement, and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or related rules, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules.
Digimarc Corporation
May 16, 2019
Page 2
Very Truly Yours, |
/s/ Perkins Coie LLP |
PERKINS COIE LLP |