Exhibit 5.1
 | SILICON VALLEY ANN ARBOR BEIJING BOSTON LOS ANGELES SAN DIEGO SAN FRANCISCO SINGAPORE |
April 7, 2021
TuSimple Holdings Inc.
9191 Towne Centre Drive, Suite 600
San Diego, CA 92122
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with (i) the sale by TuSimple Holdings Inc., a Delaware corporation (the “Company”), of up to 27,027,027 shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Company Shares”) and (ii) the sale by a certain selling stockholder as named in the Registration Statement (as defined below) of up to an aggregate of 11,824,323 shares of the Company’s Class A Common Stock, $0.0001 par value per share, (including up to 5,067,567 shares of Class A Common Stock that may be sold pursuant to the exercise of an option granted by the selling stockholder to the underwriters) (the “Selling Stockholder Shares” and together with the Company Shares, the “Shares”), pursuant to the Registration Statement on Form S-1 (File No. 333-254616) (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on March 23, 2021, as amended. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the selling stockholder, and the underwriters (the “Underwriting Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
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, other than as expressly stated herein with respect to the issue of the Shares. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance
with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Subject to the foregoing and the other matters set forth herein, it is our opinion that: (i) when the Company Shares to be issued and sold by the Company are issued and paid for in accordance with the terms of the Underwriting Agreement, such Company Shares will be validly issued, fully paid and nonassessable and (ii) the Selling Stockholder Shares have been validly issued and are fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of 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.
Sincerely, | ||
/s/ | Gunderson Dettmer Stough | |
| Villeneuve Franklin & Hachigian, LLP | ||
| GUNDERSON DETTMER STOUGH | ||
| VILLENEUVE FRANKLIN & HACHIGIAN, LLP | ||
