Exhibit 5
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
August 30, 2013
Sprouts Farmers Market, Inc.
11811 N. Tatum Boulevard
Suite 2400
Phoenix, Arizona 85028
| Re: | Sprouts Farmers Market, Inc., Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the proposed offering and sale of up to 21,717,249 shares of Common Stock, par value $0.001 per share, of the Company (the “Shares”).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and By-laws of the Company, and such other documents, records and other instruments as we have deemed appropriate for the purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued by the Company and transferred to plan participants in accordance with the Sprouts Farmers Markets, LLC Option Plan and the Sprouts Farmers Market, Inc. 2013 Incentive Compensation Plan, will be validly issued, fully paid and non-assessable.
We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the Delaware General Corporation Law and reported judicial decision relating thereto.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
