EX-5.1 2 s-861020_exhibit51.htm EX-5.1 Document

 Exhibit 5.1
 
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June 10, 2020
 
Crocs, Inc.
13601 Via Varra
Broomfield, Colorado 80020

Re: Registration Statement on Form S-8 of Shares of Common Stock, par value $0.001 per share, of Crocs, Inc.

Ladies and Gentlemen:

We have acted as counsel to Crocs, Inc. (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which the Company is filing with the Securities and Exchange Commission with respect to up to 3,835,920 shares of common stock of the Company, par value $0.001 per share (the “Shares”), which may be issued under the Crocs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

We have examined the Registration Statement and such documents and records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.

Based upon and subject to the foregoing, we are of the opinion that any Shares issued by the Company pursuant to the 2020 Plan, upon registration by its registrar of the Shares and the issuance thereof by the Company in accordance with the terms of the 2020 Plan, and the receipt of consideration for such Shares in accordance with the terms of the 2020 Plan, such Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

               Very truly yours,

               /s/ PERKINS COIE LLP