November 26, 2025
Onto Innovation Inc.
16 Jonspin Road
Wilmington, Massachusetts 01887
To the Addressee Stated Above:
We have acted as counsel to Onto Innovation Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S‑3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the sale from time to time by a selling stockholder named in the Registration Statement of up to an aggregate of 641,771 shares of common stock, par value $0.001 per share, of the Company (the “Shares”).
We have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation and the Form of Common Stock Certificate, which have been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.