Exhibit 5.1 | |
 | Baker & McKenzie LLP 660 Hansen Way Palo Alto, CA 94304-1044, USA Tel: +1 650 856 2400 Fax: +1 650 856 9299 www.bakermckenzie.com |
Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta* Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Johannesburg Kyiv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh Rome St. Petersburg Stockholm Vienna Warsaw Zurich Latin America Bogota Brasilia** Buenos Aires Caracas Guadalajara Juarez Lima Mexico City Monterrey Porto Alegre** Rio de Janeiro** Santiago Sao Paulo** Tijuana Valencia North America Chicago Dallas Houston Miami New York Palo Alto San Francisco Toronto Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | October 29, 2015 Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, CA 94304 Ladies and Gentlemen: We have acted as counsel for Hewlett Packard Enterprise Company, a Delaware corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect of the issuance of (i) up to 80,000,000 shares of the Company's common stock, $0.01 par value (the "Common Stock"), to be issued pursuant to the Company's 2015 Employee Stock Purchase Plan (the "ESPP") and (ii) up to 260,000,000 shares of the Common Stock, to be issued pursuant to the Company's 2015 Stock Incentive Plan (the "SIP," and, collectively with the ESPP, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the form of the Registration Statement, and we have examined the original, photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. This opinion further assumes that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plans. Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that upon issuance and delivery of the Shares, and assuming no change in the applicable law or facts, the Shares will be duly authorized, legally issued, fully paid and non-assessable. The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K. Very truly yours, /s/ Baker & McKenzie LLP Baker & McKenzie LLP Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein. |