Exhibit 5.1
| Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
O: 650.493.9300 |
October 19, 2023
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Urgent.ly Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of shares of your common stock, par value $0.001 per share (the “Shares”), consisting of: (i) 2,153,366 shares of common stock to be issued under the 2023 Equity Incentive Plan (the “2023 Plan”); (ii) 221,311 shares of common stock to be issued under the 2023 Employee Stock Purchase Plan (the “ESPP”); (iii) 43,882 shares of common stock which are subject to currently outstanding stock options under the 2013 Equity Incentive Plan (the “2013 Plan”); and (iv) 143,070 shares of common stock which are subject to currently outstanding restricted stock units under the Otonomo Technologies Ltd. 2021 Share Incentive Plan (the “2021 Plan” and together with the 2023 Plan, the ESPP and the 2013 Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner described in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.
* * *
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Urgent.ly Inc. October 19, 2023 Page 1 |
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in any amendments thereto. 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, |
WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation |
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. |