Attached files
file | filename |
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EX-23.1 - EX-23.1 - SendGrid, Inc. | a2233668zex-23_1.htm |
EX-3.3 - EX-3.3 - SendGrid, Inc. | a2233668zex-3_3.htm |
S-1/A - S-1/A - SendGrid, Inc. | a2233668zs-1a.htm |
Exhibit 5.1
Michael L. Platt
+1 720 566 4012
mplatt@cooley.com
November 2, 2017
SendGrid, Inc.
1801 California Street, Suite 500
Denver, CO 80202
Ladies and Gentlemen:
We have acted as counsel to SendGrid, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement (No. 333-221003) on Form S-1 (the Registration Statement) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the Prospectus), covering an underwritten public offering of up to 8,855,000 shares (the Shares) of the Companys common stock, par value $0.001 per share, including up to 1,155,000 Shares that may be sold by the Company pursuant to the exercise of an over-allotment option to be granted to the underwriters.
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Companys Seventh Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended and in effect as of the date hereof, (c) the forms of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.4 and 3.6 to the Registration Statement, respectively, each of which will be in effect upon the closing of the offering contemplated by the Registration Statement, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, and (ii) assumed the Pricing Committee of the Board of Directors of the Company has taken action to set the sale price of the Shares.
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 and the due execution and delivery, other than by the Company, of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023
t: (720) 566-4000 f: (720) 566-4099 cooley.com
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.
Sincerely,
COOLEY LLP
By: |
/s/ Michael L. Platt |
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Michael L. Platt |
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