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 |
February 27, 2019
Dropbox, Inc.
333 Brannan Street
San Francisco, CA 94107
| | Re: | Registration Statement on FormS-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on FormS-8 (the “Registration Statement”) to be filed by Dropbox, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of 899,193 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Shares”), reserved for issuance pursuant to the JN Projects, Inc. 2011 Equity Incentive Plan(the “Plan”).
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in compliance with the prospectus delivery requirements and in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid, and nonassessable.
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.
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Very truly yours, |
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/s/ Wilson Sonsini Goodrich & Rosati |
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WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation |
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