Attached files
file | filename |
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EX-2.1 - EX-2.1 - Okta, Inc. | d145794dex21.htm |
8-K - 8-K - Okta, Inc. | d145794d8k.htm |
Exhibit 5.1
140 Scott Drive | ||||||
Menlo Park, California 94025 | ||||||
Tel: +1.650.328.4600 Fax: +1.650.463.2600 | ||||||
www.lw.com | ||||||
FIRM / AFFILIATE OFFICES | ||||||
Beijing | Moscow | |||||
Boston | Munich | |||||
Brussels | New York | |||||
Century City | Orange County | |||||
Chicago | Paris | |||||
Dubai | Riyadh | |||||
May 10, 2021 | Düsseldorf | San Diego | ||||
Frankfurt | San Francisco | |||||
Hamburg | Seoul | |||||
Hong Kong | Shanghai | |||||
Houston | Silicon Valley | |||||
London | Singapore | |||||
Los Angeles | Tokyo | |||||
Madrid | Washington, D.C. | |||||
Milan |
Okta, Inc.
100 First Street, Suite 600
San Francisco, CA 94105
Re: | Registration Statement on Form S-3 (No. 333-230289); 20,421,669 shares of Class A common stock |
Ladies and Gentlemen:
We have acted as special counsel to Okta, Inc. a Delaware corporation (the Company), in connection with the resale from time to time by the selling stockholders named in the Prospectus Supplement (as defined below) of 20,421,669 shares of Class A common stock, par value $0.0001 per share (the Shares). The resale of the Shares is being registered pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on March 14, 2019 (Registration No. 333-230289) (the Registration Statement), a base prospectus dated March 14, 2019 included in the Registration Statement at the time it originally became effective (the Base Prospectus), and a prospectus supplement dated May 10, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus).
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 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 (the DGCL), and we express no opinion with respect to any other laws.
May 10, 2021
Page 2
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 Prospectus Supplement 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 Companys Current Report on Form 8-K dated May 10, 2021 and to the reference to our firm contained in the Prospectus Supplement 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 |