Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
o:
650.493.9300 |
September 2, 2025
Autodesk, Inc.
One Market Street, Ste. 400
San Francisco, CA 94105
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Autodesk, Inc., a Delaware corporation, 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, of 20,750,000 shares of Common Stock, par value $0.01 per share, reserved for issuance under the 2022 Equity Incentive Plan, as amended and restated (which plan is referred to herein as the “Plan” and which shares of Common Stock are collectively referred to herein as the “Shares”).
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 Plan and pursuant to the agreements that accompany the 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, | |
| /s/ Wilson Sonsini Goodrich & Rosati | |
| WILSON SONSINI GOODRICH & ROSATI | |
| Professional Corporation |
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