Attached files
file | filename |
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S-1/A - S-1/A - IMPINJ INC | d94993ds1a.htm |
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING - IMPINJ INC | d94993dex231.htm |
EX-10.9 - 2016 EMPLOYEE STOCK PURCHASE PLAN - IMPINJ INC | d94993dex109.htm |
EX-10.8 - FORM OF NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT - IMPINJ INC | d94993dex108.htm |
EX-10.7 - 2016 EQUITY INCENTIVE PLAN - IMPINJ INC | d94993dex107.htm |
EX-10.1 - FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT - IMPINJ INC | d94993dex101.htm |
EX-4.1 - SPECIMAN COMMON STOCK CERTIFICATE OF THE REGISTRANT - IMPINJ INC | d94993dex41.htm |
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS - IMPINJ INC | d94993dex32.htm |
EX-3.1 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - IMPINJ INC | d94993dex31.htm |
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - IMPINJ INC | d94993dex11.htm |
Exhibit 5.1
701 Fifth Avenue, Suite 5100 Seattle, WA 98104-7036 PHONE 206.883.2500 FAX 206.883.2699 www.wsgr.com |
July 11, 2016
Impinj, Inc.
400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (Registration No. 333-211779), as amended (the Registration Statement), filed by Impinj, Inc. (the Company) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 5,290,000 shares (including 690,000 shares issuable upon exercise of an option to purchase additional shares granted to the underwriters) of the Companys common stock, par value $0.001 per share (the Shares), to be issued and sold by the Company. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the underwriters (the Underwriting Agreement).
We are acting as counsel for the Company in connection with the sale of the Shares by the Company. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
AUSTIN BEIJING BRUSSELS HONG KONG LOS ANGELES NEW YORK PALO ALTO SAN DIEGO
SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
July 11, 2016
Page 2
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption Legal Matters in the prospectus forming part of the Registration Statement.
Very truly yours, |
/s/ Wilson Sonsini Goodrich & Rosati, P.C. |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |