EX-5.1 2 ex51-opinionofwilsonsonsin.htm EX-5.1 Document
Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati
Professional Corporation
701 Fifth Avenue
Suite 5100
Seattle, WA 98104-7036
o: (206) 883-2500
f: (206) 883-2699

October 6, 2021
Rover Group, Inc.
720 Olive Way, 19th Floor
Seattle, Washington 98101
Re:    Registration Statement on Form S8
Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Rover Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration for resale under the Securities Act of an aggregate of up to 41,685,144 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), consisting of (i) 2,600,000 shares of Common Stock (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), (ii) 17,200,000 shares of Common Stock (the “2021 Plan Shares”) reserved for issuance pursuant to future awards under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), (iii) up to 55 shares of Common Stock (the “DV Shares”) that may be issued upon the exercise of options granted under the DogVacay, Inc. Amended and Restated 2012 Stock Option Plan (the “DV Plan”), (iv) up to 53,337 shares of Common Stock (the “BD Shares”) that may be issued upon the exercise of options granted under the Barking Dog Ventures Limited Enterprise Management Share Option Plan (the “BD Plan”), (v) up to 19,921,548 shares of Common Stock that may be issued upon the exercise of certain awards granted under the 2021 Plan (together, with the ESPP Shares, the 2021 Plan Shares, the DV Shares and the BD Shares, the “Plan Shares”), (vi) 491,911 shares of Common Stock issued upon the exercise of certain awards under the 2021 Plan (the “Award Shares”) and (vii) 1,418,293 shares of Common Stock previously issued under the 2011 Equity Incentive Plan, as amended (together, with the Award Shares, the “Issued Shares”), on behalf of the selling securityholders or their permitted transferees described in the prospectus included in the Registration Statement (the “Prospectus”).

We have examined such instruments, documents, certificates and records, and such questions of law, as we have considered necessary or appropriate for the basis of our opinions hereinafter expressed. In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Registration Statement, and any amendments thereto, will have become effective under the Securities Act; and (v) the legal capacity and competency of all natural persons. As to any facts material to the opinions expressed herein
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

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Rover Group, Inc.
October 6, 2021
Page 2

that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set out below, we are of the opinion that (i) when the Plan Shares have been issued pursuant to the applicable provisions of the 2021 ESPP, the 2021 Plan, the DV Plan and the BD Plan, and pursuant to the agreements that accompany the 2021 ESPP, the 2021 Plan, the DV Plan and the BD Plan, and in accordance with the Registration Statement, such Plan Shares will be validly issued, fully paid and nonassessable; and (ii) the Issued Shares are validly issued, fully paid and non-assessable.
We express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
    We hereby consent to the filing of this opinion as an exhibit to the abovereferenced Registration Statement and to the use of our name wherever it appears in the Registration Statement, the Prospectus, any prospectus supplement, and in any amendment or supplement thereto. 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 or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation