EX-5.1 2 tm237974d1_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

 

 

Matthew B. Hemington

+1 650 843 5062

hemingtonmb@cooley.com

 

 

March 2, 2023

 

Everspin Technologies, Inc.

5670 W. Chandler Blvd.
Suite 130

Chandler, AZ 85224

 

Ladies and Gentlemen:

 

We have acted as counsel to Everspin Technologies, Inc. (the “Company”), a Delaware corporation, in connection with the filing 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 814,970 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value (“Common Stock”), consisting of (a) 611,228 shares of Common Stock issuable pursuant to the Company’s Amended and Restated 2016 Equity Incentive Plan (the “2016 EIP”) and (b) 203,742 shares of Common Stock issuable pursuant to the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 EIP, the “Plans”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s certificate of incorporation and bylaws, each as currently in effect, the Plans, and originals or copies certified to our satisfaction of such other 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 of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified 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.

 

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).

 

 

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 849 7400 cooley.com

 

 

 

 

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such 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 of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

Cooley LLP

 

 

By: /s/ Matthew B. Hemington  
  Matthew B. Hemington