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| 53rd at Third | |
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| 885 Third Avenue | |
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| New York, New York 10022-4834 | |
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| Tel: +1.212.906.1200 Fax: +1.212.751.4864 | |
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| www.lw.com | |
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| FIRM / AFFILIATE OFFICES | ||
| Beijing | Moscow | |
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| Boston | Munich |
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| Brussels | New York |
February 11, 2020 |
| Century City | Orange County |
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| Chicago | Paris |
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| Dubai | Riyadh |
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| Düsseldorf | San Diego |
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| Frankfurt | San Francisco |
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| Hamburg | Seoul |
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| Hong Kong | Shanghai |
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Casper Sleep Inc. |
| London | Singapore |
Three World Trade Center |
| Los Angeles | Tokyo |
175 Greenwich Street, Floor 39 |
| Madrid | Washington, D.C. |
New York, New York 10007 |
| Milan |
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Re: Registration Statement on Form S-8 with respect to 9,549,473 shares of Casper Sleep Inc. common stock, $0.000001 par value per share
Ladies and Gentlemen:
We have acted as special counsel to Casper Sleep Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 9,549,473 shares of common stock of the Company, $0.000001 par value per share (the “Shares”), which may be issued pursuant to the Casper Sleep Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the Casper Sleep Inc. 2015 Equity Incentive Plan (the “2015 Plan”), the Casper Sleep Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and the Casper Sleep Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP” and, together with the 2014 Plan, the 2015 Plan and the 2020 Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue 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 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 as to General Corporation Law of the State of Delaware, 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 purchasers, and have been issued by
the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance of the law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
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| /s/ Latham & Watkins LLP |
