EX-5.1 2 d109912dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

   

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

o: 650.493.9300

f: 650.493.6811

March 25, 2021

VIZIO Holding Corp.

39 Tesla

Irvine, CA 92618

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by VIZIO Holding Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of shares of your Class A common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) 19,599,777 shares of Class A common stock to be issued under the 2017 Incentive Award Plan (the “2017 Plan”); (ii) 1,800,000 shares of Class A common stock to be issued under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”); (iii) 7,119,972 shares of Class A common stock which are subject to currently outstanding RSUs under the 2017 Plan; (iv) 15,101,406 shares of Class A common stock which are subject to currently outstanding stock options under the 2017 Plan; and (v) 1,833,750 shares of Class A common stock which are subject to currently outstanding stock options under the 2007 Incentive Award Plan (the “2007 Plan,” and together with the 2017 Plan and the 2021 ESPP, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

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Very truly yours,

WILSON SONSINI GOODRICH & ROSATI Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.