Exhibit 5.1
June 4, 2015
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
| Re: | Registration Statement on Form S-8 of shares of Common Stock, par value $0.005 per share, of Costco Wholesale Corporation |
Ladies and Gentlemen:
We have acted as counsel to Costco Wholesale Corporation (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission with respect to up to 20,000,000 shares of the Company’s common stock, par value $0.005 per share (the “Shares”), which may be issued under the Costco 401(k) Retirement Plan (the “Plan”).
We have examined the Registration Statement and such documents and records of the Company as we have deemed necessary for the purposes of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.
Based on and subject to the foregoing, we are of the opinion that any original issuance Shares that may be issued by the Company pursuant to the Plan have been duly authorized and that, upon the due execution by the Company of any certificates representing the Shares, the registration by its registrar of such Shares and the sale thereof by the Company in accordance with the terms of the Plan, and the receipt of consideration therefor in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie LLP
