November 21, 2025
Onto Innovation Inc.
16 Jonspin Road
Wilmington, MA 01887
Re: Onto Innovation Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Onto Innovation Inc., a Delaware corporation (the “Company”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to $25,000,000 of deferred compensation obligations of the Company (the “Deferred Compensation Obligations”), which represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the Onto Innovation Nonqualified Deferred Compensation Plan, to be effective as of January 1, 2026 (the “Plan”).
In connection with our opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Plan and the related adoption agreement, the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, each as currently in effect, relevant resolutions of the Board of Directors of the Company or committees thereof and such corporate records, documents, agreements, instruments and certificates of public officials of the State of Delaware and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons, the conformity with a authentic originals of all documents submitted to us as copies, and that the persons identified to us as officers are actually serving as such.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the Deferred Compensation Obligations have been issued in the manner contemplated by the Plan, the Deferred Compensation Obligations will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Plan.
Our opinion is subject to (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether considered in
