EX-5.1 3 exhibit51wsgropinion_03262.htm EX-5.1 Document
Exhibit 5.1

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Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811



March 26, 2024


Couchbase, Inc.
3250 Olcott Street
Santa Clara, California 95054
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 Couchbase, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,944,791 shares of common stock, par value $0.00001 per share, consisting of: (i) 2,453,993 shares of common stock reserved for issuance under the 2021 Equity Incentive Plan, as amended from time to time, and (ii) 490,798 shares of common stock reserved for issuance under the 2021 Employee Stock Purchase Plan, as amended from time to time (which plans are referred to herein as the “Plans” and which shares of common stock are collectively referred to herein as the “Shares”).
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.
Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

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