EX-5.1 2 d357604dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO    LOGO

May 12, 2022

ChargePoint Holdings, Inc.

240 East Hacienda Avenue

Campbell, California 95008

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the registration by ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), of the resale of up to 20,743,081 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (including (i) up to 12,483,569 shares of Common Stock underlying approximately $300.0 million aggregate principal amount of the Company’s 3.50%/5.00% Convertible Senior PIK Toggle Notes due 2027 (the “Convertible Notes”), (ii) up to 3,472,635 shares of Common Stock underlying potential capitalized paid-in-kind interest through the maturity date of the Convertible Notes and (iii) up to 4,786,877 shares of Common Stock underlying the potential maximum “make-whole” adjustment to the initial conversion rate (collectively, the “Shares”)) to be offered and sold by the named holders thereof or their permitted transferees pursuant to the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 12, 2022.

In connection with this opinion, we have examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

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, other than as expressly stated herein with respect to the resale of the Shares. 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 herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). 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. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

LOGO


With respect to the Shares, we express no opinion to the extent that, notwithstanding the Company’s current reservation of shares of Common Stock, future issuances of securities of the Company, including the Shares, and/or antidilution adjustments to outstanding securities of the Company, including the Convertible Notes, may cause the Convertible Notes to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued. Further, we have assumed the exercise price of the Convertible Notes will not be adjusted to an amount below the par value per share of the shares of Common Stock. We have also assumed that at or prior to the time of the delivery of any of the Shares, the Registration Statement will have been declared effective under the Act.

Subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares have been duly authorized and, if issued on the date hereof upon conversion of the Convertible Notes in accordance with the terms of the Convertible Notes and the resolutions adopted by the Board of Directors of the Company, would 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.

We consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement 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 Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

/s/ Gunderson Dettmer Stough

     Villeneuve Franklin & Hachigian, LLP

GUNDERSON DETTMER STOUGH

VILLENEUVE FRANKLIN & HACHIGIAN, LLP