EX-5.1 3 d385353dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

140 Scott Drive

 

Menlo Park, California 94025

 

Tel: +1.650.328.4600   Fax: +1.650.463.2600

 

www.lw.com

  

LOGO

 

FIRM / AFFILIATE OFFICES

 

Austin

  

Milan

 

Beijing

  

Munich

 

Boston

  

New York

 

Brussels

  

Orange County

 

Century City

  

Paris

 

Chicago

  

Riyadh

 

Dubai

  

San Diego

October 25, 2022

 

Eargo, Inc.

2665 North First Street, Suite 300

San Jose, California 95134

 

Düsseldorf Frankfurt Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

  

San Francisco

Seoul

Shanghai

Silicon Valley

Singapore

Tel Aviv

Tokyo

Washington, D.C.

 

Re:

Eargo, Inc. – Registration Statement on Form S-1

To the addressee set forth above:

We have acted as special counsel to Eargo, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 375,000,000 shares of common stock, $0.0001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 25, 2022 (Registration No. 333-267071) (as amended, the “Registration Statement”). 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 (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

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 purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement, 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 DGCL.


October 25, 2022

Page 2

 

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This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. 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 Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

/s/ Latham & Watkins LLP