Attached files

file filename
S-1 - S-1 - Eventbrite, Inc.d943444ds1.htm
EX-23.1 - EX-23.1 - Eventbrite, Inc.d943444dex231.htm
EX-10.21 - EX-10.21 - Eventbrite, Inc.d943444dex1021.htm

Exhibit 5.1

 

   140 Scott Drive
   Menlo Park, California 94025
   Tel: +1.650.328.4600    Fax: +1.650.463.2600
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
   Beijing    Moscow
   Boston    Munich
   Brussels    New York
   Century City    Orange County
   Chicago    Paris
June 18, 2020    Dubai    Riyadh
   Düsseldorf    San Diego
   Frankfurt    San Francisco
   Hamburg    Seoul
   Hong Kong    Shanghai
   Houston    Silicon Valley

Eventbrite, Inc.

155 5th Street, 7th Floor

San Francisco, CA 94103

   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.
   Milan   

 

  Re:

Eventbrite, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Eventbrite, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2020 (as amended, the “Registration Statement”). The Registration Statement relates to the registration of 2,599,174 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Shares”), all of which are being offered by the selling stockholder identified in the Registration Statement. 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 (the “Prospectus”), other than as expressly stated herein with respect to the issue of 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, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

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 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.

Very truly yours,

/s/ Latham & Watkins LLP