EX-5.1 2 exhibit51_aug2014s8.htm OPINION OF WILSON SONSINI GOODRICH & ROSATI Exhibit 5.1_Aug2014S8



Exhibit 5.1


August 14, 2014


SVB Financial Group
3003 Tasman Drive
Santa Clara, California 95054

Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission (the “Commission”) on or about August 14, 2014, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,002,453 shares of common stock (the “Shares”) pursuant to the terms of your 2006 Equity Incentive Plan (the “Plan”). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof, and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI