EX-5.1 2 tm2321505d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

  

John H. Sellers 

T: +1 650 843 5070 

jsellers@cooley.com

  

July 28, 2023

 

Enphase Energy, Inc.
47281 Bayside Pkwy
Fremont, CA 94538

 

Re:Enphase Energy, Inc. – Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Enphase Energy, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), including the prospectus included in the Registration Statement (the “Prospectus”), covering the registration for resale of 51,895 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, issued pursuant to the Stock Purchase Agreement by and among the Company, 365 Pronto, Inc. (“365 Pronto”), the stockholders of 365 Pronto and Tonn Investments, LLC dated as of December 6, 2021 (the “Stock Purchase Agreement”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Stock Purchase Agreement and (d) such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.

 

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

 

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 849 7400 cooley.com 

 

 

 

  

 

Enphase Energy, Inc.

July 28, 2023

Page Two

 

 

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. 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 of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

Cooley LLP  

 

By: /s/ John H. Sellers  
  John H. Sellers  

  

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com