EX-5.1 2 exhibit51opinionofcooleyllp.htm EXHIBIT 5.1 Exhibit


Exhibit 5.1

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Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com

July 9, 2019
Levi Strauss & Co.
1155 Battery Street
San Francisco, California 94111

Re:    Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Levi Strauss & Co., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 10,707,030 shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 2016 Equity Incentive Plan (the “Plan”)
In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectuses, (ii) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (iii) the Plan and (iv) originals or copies certified to our satisfaction of such 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 and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only 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, when sold and issued in accordance with the Plan, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: /s/ Jodie M. Bourdet    
Jodie M. Bourdet