EX-5.1 2 ef20045407_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1



March 12, 2025


Talkspace, Inc.
622 Third Avenue
New York, New York 10017
 
Re:  Registration Statement on Form S-8
 
Board of Directors:

We have acted as counsel to Talkspace, Inc., a Delaware corporation, (the  "Company"), in connection with the registration of up to 2,532,744 shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”) covered by the registration statement on Form S-8 filed by the Company on March 12, 2025 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the "Act"), to which this opinion is an exhibit, pursuant to which Common Stock may be issued from time to time pursuant to and under the terms of the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”).  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 related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
 
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Registration Statement and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
 
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan, assuming in each case that the individual grants or awards under the 2021 Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
 
The foregoing opinion is limited to the federal laws of the United States and General Corporation Law of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction.  In this connection, we hereby confirm that the foregoing reference to the General Corporation Law of the State of Delaware includes the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.  We hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.


 
Very truly yours,
 
 
 
/s/ Frost Brown Todd LLP
   
  FROST BROWN TODD LLP