Exhibit 5.1
Jon Gavenman
+1 650 843 5055
jgavenman@cooley.com
May 14, 2019
Sonim Technologies, Inc.
1875 South Grant Street
Suite 750
San Mateo, CA 9402
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Sonim Technologies, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the Commission) covering the offering of up to an aggregate of 4,124,736 shares of the Companys Common Stock, par value $0.001 per share (the Common Stock), consisting of (a) 1,844,174 shares of Common Stock (the 2012 Plan Shares), issuable pursuant to the Companys 2012 Equity Incentive Plan (the 2012 Plan), (b) 1,885,039 shares of Common Stock (the 2019 Plan Shares) issuable pursuant to the Companys 2019 Equity Incentive Plan (the 2019 Plan) and (c) 337,007 shares of Common Stock (the ESPP Shares, and together with the 2012 Plan Shares and the 2019 Plan Shares, the Shares) issuable pursuant to the Companys 2019 Employee Stock Purchase Plan (the ESPP and, together with the 2012 Plan and the 2019 Plan, the Plans).
In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectuses, (ii) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, each as currently in effect, (iii) the forms of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which is to be in effect immediately following the closing of the Companys initial public offering, filed as Exhibits 3.2 and 3.4, respectively to the Companys registration statement (No. 333-230887) on Form S-1, (iv) the Plans and (v) 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. 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. 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 express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY LLP | ||
By: | /s/ Jon. E. Gavenman | |
Jon E. Gavenman |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com