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We have acted as special Delaware counsel to Owlet, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), registering up to 2,998,369 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), of which 1,199,348 shares of Common Stock are issuable upon the conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”) and 1,799,021 shares of Common Stock are issuable upon the exercise of certain outstanding warrants to purchase shares of Common Stock (the “Warrants”). In connection with the filing of the Registration Statement, you have asked us to pass upon the validity of the Common Stock being offered pursuant to the prospectus included in the Registration Statement. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

(i) the Second Amended and Restated Certificate of Incorporation of the Company (f/k/a Sandbridge Acquisition Corporation), as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on July 15, 2021, which became effective on the same (the “Second A&R Charter”), as amended by that certain State of Delaware Certificate of Change of Registered Agent And/Or Registered Office, as filed with the Secretary of State on November 3, 2022, which became effective on the same, and as further amended by the Certificate of Designation of Series A Convertible Preferred Stock of the Company, as filed with the Secretary of State on February 17, 2023, which became effective on the same, and as further amended by the Certificate of Amendment to Second A&R Charter, as filed with the Secretary of State on July 7, 2023, which became effective on the same, and as further amended by the Certificate of Designation of Series B Convertible Preferred Stock of the Company, as filed with the Secretary of State on February 29, 2024, which became effective on the same;

(iii) the Investment Agreement, by and among the Company and Eclipse Early Growth Fund I, L.P., Trilogy Equity Partners, LLC, John Stanton and Terry Gillespie, TIC, Samuel Thomsen Trust No. 2, Peter Thomsen Trust No. 2, and John Kim, dated as of February 25, 2024 (the “Agreement”);

(iv) the Warrants, by and between (a) the Company and Eclipse Early Growth Fund I, L.P., (b) the Company and Trilogy Equity Partners, LLC, (c) the Company and John Stanton and Terry Gillespie, TIC, (d) the Company and Samuel Thomsen Trust No. 2, (e) the Company and Peter Thomsen Trust No. 2, and (f) the Company and John Kim, in each case, dated February 29, 2024;

(vi) the resolutions of the Board of Directors of the Company (the “Board”), adopted at a meeting of the Board held on February 12, 2021, pursuant to which the Board, among other things, approved and declared advisable the Second A&R Charter;

(viii) Proxy Statement for Special Meeting of Sandbridge Acquisition Corporation and Prospectus for 44,116,721 Shares of Class A Common Stock of Sandbridge Acquisition Corporation (Registration No. 333-254888), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended;

(ix) the Action by Unanimous Written Consent of the Board, effective April 26, 2023, pursuant to which the Board, among other things, adopted, approved and declared advisable eleven alternative amendments to the Second A&R Charter that would effect, among other things, a range of reverse stock splits, including a reverse stock split whereby each 14 shares of Common Stock, issued and outstanding immediately prior to July 7, 2023 at 5:00 p.m. Eastern Time (the “Effective Time”), would be reclassified, combined and reconstituted into one share of Common Stock at the Effective Time (such reverse stock split, the “Reverse Split” and such reverse stock split amendments, the “Reverse Stock Split Amendments”);

(x) the Action by Unanimous Written Consent of the Board, effective June 26, 2023, pursuant to which, among other things, the Board abandoned all of the Reverse Stock Split Amendments, other than the amendments set forth in the certificate of amendment to the Second A&R Charter providing for, among other things, the Reverse Split (the “Certificate of Amendment”), and authorized the officers of the Company to prepare and file the Certificate of Amendment;

(xv) the Action by Unanimous Written Consent of the Audit Committee of the Board (the “Audit Committee”), dated February 25, 2024, pursuant to which the Audit Committee, among other things, ratified, authorized and approved the Agreement and authorized the issuance of the shares of Series B Preferred Stock and Warrants pursuant thereto and the issuance of the shares of Common Stock upon the conversion of the shares of Series B Preferred Stock and the exercise of the Warrants in accordance with their respective terms under the Related Person Transaction Policy and Procedures and the Code of Business Conduct and Ethics;

(xvi) the Action by Unanimous Written Consent of the Finance Committee, dated February 25, 2024, pursuant to which the Finance Committee, among other things, approved the Agreement and authorized the issuance of the shares of Series B Preferred Stock and Warrants pursuant thereto, and the issuance of the shares of Common Stock upon the conversion of the shares of Series B Preferred Stock and the exercise of the Warrants in accordance with their respective terms;

(xvii) the Written Consent of the Series A Convertible Preferred Stockholders of the Company, dated February 25, 2024, pursuant to which such holders of shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company, among other things, authorized and approved the creation, authorization and issuance of the Series B Preferred Stock;

For purposes of this opinion letter, we have not reviewed any documents, agreements or records other than the documents, agreements or records listed in (i) through (xix) above. In particular, we have not reviewed, and express no opinion on, any document, agreement or record (other than the documents, agreements or records listed in (i) through (xix) above) that is referred to or incorporated by reference into, the documents, agreements or records

reviewed by us (unless otherwise listed in (i) through (xix) above). We have assumed that there exists no provision in any document, agreement or record that we have not reviewed that bears upon or is inconsistent with or would otherwise alter the opinions stated herein.

A. Upon the issuance and delivery of the shares of Common Stock pursuant to and in accordance with the terms of the Series B Preferred Stock and their offering pursuant to the prospectus included in the Registration Statement, such shares of Common Stock will be validly issued, fully paid, and non-assessable.

B. Upon the issuance and delivery of the shares of Common Stock pursuant to and in accordance with the terms of the Warrants and their offering pursuant to the prospectus included in the Registration Statement, such shares of Common Stock will be validly issued, fully paid, and non-assessable.

(i) Our opinions expressed herein are limited to the General Corporation Law of the State of Delaware (the “DGCL”) in effect on the date hereof. We have not considered and express no opinion with regard to, or as to the significance or effect in any respect of, laws, rules or regulations of any other jurisdiction (whether foreign or domestic), including, without limitation, the laws of any other state of the United States, federal laws of the United States (including, without limitation, federal laws and rules and regulations relating to securities), the securities laws of any state of the United States, blue sky laws, antitrust laws, insurance laws, tax laws, and regulations of stock exchanges or of any other regulatory body.

(ii) We have assumed that each of the parties to each of the documents examined by us is duly organized, incorporated, or formed, is validly existing, and, if applicable, is in good standing under the laws of its respective jurisdiction of organization, incorporation or formation. In addition, we have assumed that each of the parties (exclusive of the Company) to each of the documents examined by us has all requisite legal capacity, power, authority, and legal right to execute, deliver, and perform its obligations under each such document to which it is a party. We have also assumed that the execution, delivery and performance of each of the documents examined by us has been duly authorized by each of the parties thereto (exclusive of the Company), and has been duly executed and delivered by each of the parties thereto in the form submitted for our review. We have also assumed that the due authorization, execution and delivery of each document examined by us by each of the parties thereto, the performance by each of such parties of their respective obligations thereunder, and the consummation of the transactions contemplated thereby, does not result in the breach of the terms of, and does not (a)

result in a breach of the terms of, and does not contravene the constituent documents or any law, rule, or regulation applicable to, any such party thereto (exclusive of, with respect to the Company only, the Company’s constituent documents and any law, rule or regulation of the State of Delaware applicable to the Company), (b) result in a breach of the terms of, and does not contravene, any contractual restriction binding upon any such party thereto, or (c) require under any law, statute, rule, or regulation applicable to any party thereto any registration or filing with, or any authorization, consent or approval of, any governmental authority (other than the filing of the Registration Statement with the Commission, which you have advised us is required by the Act).

(iii) We have assumed, without any investigation, (a) the legal capacity of natural persons who are signatories to the documents examined by us, (b) the genuineness of all signatures on all documents examined by us, (c) the authenticity of all documents submitted to us as originals, (d) the accuracy and completeness of all documents examined by us, (e) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic, or other copies, and (f) that the documents, in the forms submitted to us for review, have not been and will not be altered, modified, or amended in any respect, and have not otherwise been revoked since the time of their adoption and remain in full force and effect.

(iv) We assume that, at the time of the issuance of the shares of Common Stock pursuant to the conversion of the Series B Preferred Stock and/or the exercise of the Warrants, there will be a sufficient number of unissued shares of Common Stock, which shares had not been previously subscribed for, reserved, or otherwise committed to be issued, available to satisfy the obligation of the Company to issue such shares.

(v) We have assumed that each of the statements made and certified in the Officer’s Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, remains true and correct on the date hereof, and will be true and correct on the date the Company is or becomes obligated to issue the shares of Common Stock issuable upon the conversion of the shares of Series B Preferred Stock and/or the exercise of the Warrants.

(vi) We have assumed that the issuance of any shares of Common Stock that become issuable pursuant to the conversion of the shares of Series B Preferred Stock and/or the exercise of the Warrants, will be, duly registered on the Company’s stock ledger, and that the shares of Common Stock that become issuable pursuant to the conversion of the shares of Series B Preferred Stock and/or the exercise of the Warrants will be, uncertificated.

(vii) The opinions set forth herein are subject to and may be limited by (a) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, fraudulent transfer and similar laws relating to or affecting creditors rights generally including, without limitation, the Delaware Uniform Fraudulent Transfer Act, the provisions of the United States Bankruptcy Code and the Delaware insolvency statutes, (b) principles of equity including, without limitation, concepts of materiality, good faith, fair dealing, conscionability and reasonableness and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law), (c) applicable law relating to

fiduciary duties, (d) public policy limitations with respect to exculpation, contribution, indemnity and advancement provisions, (e) the qualification that enforceability may be limited by a refusal to recognize a purported waiver of any statutory right other than, as a matter of state law in the state courts of the State of Delaware, the right to a trial by jury, (f) generally applicable rules of law that forum selection clauses in contracts are not necessarily binding on the courts in the forum selected, (g) general rules of law that may render an entire agreement unenforceable if any unenforceable provision thereof is essential to the agreed upon exchange, (h) the qualification that a provision permitting modification of an agreement or waiver of rights or remedies under an agreement only in writing may not be enforceable and (i) the qualification that provisions requiring the payment of attorneys’ fees may be limited.

(viii) We express no opinion as to the Uniform Commercial Code (including the Delaware Uniform Commercial Code, 6 Del. C. § 1-101 et seq., in effect on the date hereof) or as to whether any filings may be required thereunder in connection with any of the documents examined by us.

(ix) The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of the DGCL as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect.

We hereby consent to your filing this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Registration Statement and the related prospectus under the caption “Legal Matters.” These opinions are rendered solely for your benefit in connection with the filing of the Registration Statement and, except as provided in the preceding sentence, may not, without our prior written consent, be furnished or quoted to any other person or entity. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.


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Very truly yours,
/s/ Potter Anderson & Corroon LLP