EX-5.1 2 d536434dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

September 15, 2023

23andMe Holding Co.

349 Oyster Point Boulevard,

South San Francisco, California 94080

 

Re:

23andMe Holding Co.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to 23andMe Holding Co., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) on the date hereof. The Registration Statement relates to the offer and sale of 75,000,000 shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company, reserved for issuance under the 23andMe Holding Co. Amended and Restated 2021 Incentive Equity Plan (the “A&R Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, (ii) the Second Amended and Restated Bylaws of the Company, as amended to date, (iii) certain resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the A&R Plan, and (v) such other documents, records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinion as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued by the Company and delivered to participants in accordance with the provisions of the A&R Plan will be validly issued, fully paid, and non-assessable.

 

      Morgan, Lewis & Bockius LLP
     

One Oxford Centre

Thirty-Second Floor

  
      Pittsburgh, PA 15219-6401    LOGO +1.412.560.3300
      United States    LOGO +1.412.560.7001


23andMe Holding Co.

September 15, 2023

Page 2

The opinions expressed herein are limited to the Federal laws of the United States and the Delaware General Corporation Law, and we express no opinion as to laws of any other jurisdiction.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP