Attached files
| file | filename |
|---|---|
| EX-10.20 - EXHIBIT 10.20 - QUANTENNA COMMUNICATIONS INC | quantennas-1a2exhibit1020.htm |
| EX-10.19 - EXHIBIT 10.19 - QUANTENNA COMMUNICATIONS INC | quantennas-1a2exhibit1019.htm |
| EX-10.18 - EXHIBIT 10.18 - QUANTENNA COMMUNICATIONS INC | quantennas-1a2exhibit1018.htm |
| S-1/A - S-1/A - QUANTENNA COMMUNICATIONS INC | quantennas-1a2exhibitsonly.htm |
Exhibit 5.1
 | 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com |
October 27, 2016
Quantenna Communications, Inc.
3450 W. Warren Avenue
Fremont, CA 94538
Re: | Registration Statement on Form S-1 |
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (Registration No. 333-213871), as amended (the “Registration Statement”), filed by Quantenna Communications, Inc. (the “Company”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 7,705,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), including up to 1,005,000 shares issuable upon exercise of an over-allotment option granted by the Company to the underwriters. 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 when the Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, they will be duly authorized, validly issued, fully paid and nonassessable.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Quantenna Communications, Inc.
October 27, 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
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation