Exhibit 5.1
April 8, 2022
| | |
1271 Avenue of the Americas |
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| Tel: +1.212.906.1200 Fax: +1.212.751.4864 |
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Oscar Health, Inc.
75 Varick Street, 5th Floor
New York, New York 10013
| | Re: | Registration Statement on Form S-8; 6,200,000 |
shares of Class A Common Stock, par value
$0.00001 per share, of Oscar Health, Inc.
To the addressees set forth above:
We have acted as special counsel to Oscar Health, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 6,200,000 shares (the “Shares”) of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company, including (i) 5,000,000 shares of Class A Common Stock reserved for issuance under the Company’s 2022 Employment Inducement Award Plan (the “Inducement Plan”) and (ii) 1,200,000 shares of Class A Common Stock that may become issuable upon the vesting of restricted stock unit awards granted under the Inducement Plan but that are canceled or forfeited, and returned to the Inducement Plan, in the future. The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2022 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances
