Exhibit 5.1
June 2, 2023
Hewlett Packard Enterprise Company
1701 East Mossy Oaks Road
Spring, TX 77389
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| Re: | 18,000,000 Additional Shares of Common Stock of Hewlett Packard Enterprise Company offered pursuant to Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan and 525,808 Shares of Common Stock of Hewlett Packard Enterprise Company offered pursuant to the OpsRamp, Inc. 2014 Equity Incentive Plan. |
Ladies and Gentlemen:
I have examined the proceedings taken and the instruments executed in connection with the reservation for issuance and authorization of the sale and issuance from time to time of (i) an additional 18,000,000 shares (the “HPE Plan Shares”) of the common stock, par value $0.01 per share, of Hewlett Packard Enterprise Company pursuant to the terms of Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (together, with the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended from time to time, the “HPE Plan”) and (ii) 525,808 shares (the “OpsRamp Plan Shares” and, together with the HPE Plan Shares, the “Shares”) of the common stock, par value $0.01 per share, of Hewlett Packard Enterprise Company pursuant to the OpsRamp, Inc. 2014 Equity Incentive Plan (the “OpsRamp Plan”). The Shares are the subject of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit.
Upon the basis of such examination, I am of the opinion that the HPE Plan Shares and the OpsRamp Plan Shares, when issued and sold pursuant to the terms and conditions set forth in the HPE Plan and the OpsRamp Plan, respectively, and against payment therefor, and when the Registration Statement has become effective under the Act, will be validly issued, fully paid and non-assessable.
You are further advised that I consent to the filing of this opinion as an exhibit to the Registration Statement.
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| Very truly yours, |
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| /s/ Rishi Varma | |
| Rishi Varma |
Senior Vice President, General Counsel and Corporate Secretary |
