Exhibit 5.1
Seth J. Gottlieb
+1 650 843 5864
sgottlieb@cooley.com
May 6, 2019
Fastly, Inc.
475 Brannan Street, Suite 300
San Francisco, CA 94107
Ladies and Gentlemen:
We have acted as counsel to Fastly, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement(No. 333-230953) onForm S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering of up to 12,937,500 shares of the Company’s Class A common stock, par value $0.00002 (“Shares”), (including up to 1,687,500 Shares that may be sold by the Company upon exercise of an over-allotment option to be granted to the underwriters).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which is to be in effect immediately following the closing of the offering contemplated by the Registration Statement and (d) 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 and (ii) assumed that the Shares will be sold at a price established by the Board of Directors of the Company or a duly authorized committee thereof. 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 and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. 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 against payment therefore in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid andnon-assessable.
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.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650)843-5000 f: (650)849-7400 cooley.com
Fastly, Inc.
May 6, 2019 Page Two
Sincerely,
Cooley LLP
By: | /s/ Seth J. Gottlieb | |
Seth J. Gottlieb |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650)843-5000 f: (650)849-7400 cooley.com