Attached files

file filename
S-1/A - S-1/A - IMPINJ INCd94993ds1a.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING - IMPINJ INCd94993dex231.htm
EX-10.9 - 2016 EMPLOYEE STOCK PURCHASE PLAN - IMPINJ INCd94993dex109.htm
EX-10.8 - FORM OF NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT - IMPINJ INCd94993dex108.htm
EX-10.7 - 2016 EQUITY INCENTIVE PLAN - IMPINJ INCd94993dex107.htm
EX-10.1 - FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT - IMPINJ INCd94993dex101.htm
EX-4.1 - SPECIMAN COMMON STOCK CERTIFICATE OF THE REGISTRANT - IMPINJ INCd94993dex41.htm
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS - IMPINJ INCd94993dex32.htm
EX-3.1 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - IMPINJ INCd94993dex31.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - IMPINJ INCd94993dex11.htm

Exhibit 5.1

 

LOGO   

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 Company’s 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


LOGO

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