EX-5.1 2 hpeex5-1_102015.htm EXHIBIT 5.1
 
 Exhibit 5.1
 
 
Baker & McKenzie LLP
660 Hansen Way
Palo Alto, CA  94304-1044, USA
 
Tel: +1 650 856 2400
Fax: +1 650 856 9299
www.bakermckenzie.com

 
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** In cooperation with Trench, Rossi e Watanabe Advogados
 
October 29, 2015
 
 
Hewlett Packard Enterprise Company
3000 Hanover Street
Palo Alto, CA  94304
 
 
Ladies and Gentlemen:
 
We have acted as counsel for Hewlett Packard Enterprise Company, a Delaware corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-8 (the "Registration Statement") under  the Securities Act of 1933, as amended (the "Securities Act"), with respect of the issuance of (i) up to 80,000,000 shares of the Company's common stock, $0.01 par value (the "Common Stock"), to be issued pursuant to the Company's 2015 Employee Stock Purchase Plan (the "ESPP") and (ii) up to 260,000,000 shares of the Common Stock, to be issued pursuant to the Company's 2015 Stock Incentive Plan (the "SIP," and, collectively with the ESPP, the "Plans").  This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
 
We have reviewed the form of the Registration Statement, and we have examined the original, photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion set forth below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.  This opinion further assumes that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plans.
 
Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that upon issuance and delivery of the Shares, and assuming no change in the applicable law or facts, the Shares will be duly authorized, legally issued, fully paid and non-assessable.
 
The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
 
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement.  In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.


Very truly yours,

/s/ Baker & McKenzie LLP

Baker & McKenzie LLP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.