Exhibit 5.1
| 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com
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Ouster, Inc.
350 Treat Avenue
San Francisco, California 94110
Re: Ouster, Inc. – Registration Statement on Form S-3
To the addressee set forth above:
We have acted as special counsel to Ouster, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of (i) the offer and sale from time to time by the selling stockholder named in the Registration Statement (the “Selling Stockholder”) of up to 3,263,898 shares (the “Resale Shares”) of common stock, par value $0.0001 per share (the “common stock”), of the Company issuable upon the exercise of an outstanding warrant owned by Selling Stockholder (the “Private Warrant”) and (ii) the offer and sale by the Company of up to 367,531 shares of common stock (the “Warrant Shares” and collectively with the Resale Shares, the “Shares”) upon the exercise of warrants to purchase shares of common stock (the “Warrants”).
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 or prospectus supplement (collectively, the “Prospectus”) other than as expressly stated herein with respect to 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 the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
May 22, 2023
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| 1. | When the Resale Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the holder of the Private Warrant and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Private Warrant, the Resale Shares will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable. |
| 2. | When the Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Warrant holders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the Warrant Shares will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable. |
In rendering each of the foregoing opinions, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
May 22, 2023
Page 3
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 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” 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.
Sincerely, |
/s/ Latham & Watkins LLP |
