Exhibit 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
July 28, 2016
Twitter, Inc.
1355 Market Street, Suite 900
San Francisco, California 94103
Re: | Registration Statement onForm S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Twitter, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of up to 7,270,592 shares of the Company’s common stock, par value $0.000005 per share (“Common Stock”), consisting of (i) 6,814,085 shares of Common Stock (the “2016 Plan Shares”) reserved for issuance pursuant to the Twitter, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), (ii) 449,250 shares of Common Stock (the “Magic Pony Plan Shares”) reserved for issuance pursuant to the Magic Pony Technology Limited EMI Share Option Scheme (the “Magic Pony Plan”) and (iii) 7,257 shares of Common Stock (together with the 2016 Plan Shares and the Magic Pony Plan Shares, the “Shares”) reserved for issuance pursuant to an individual option deed in the form specified in the Registration Statement (together with the 2016 Plan and the Magic Pony Plan, the “Plans”).
As your legal counsel, we have examined the proceedings taken and are familiar with the actions proposed to be taken by you in connection with the issuance and sale of the Shares under the Plans and pursuant to the agreements related thereto.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the applicable Plan and pursuant to the agreements that accompany the applicable Plan, will be legally and validly issued, fully paid, and nonassessable.
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 and any amendments thereto.
Very truly yours, |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation |