Exhibit 5.1
November 25, 2025
NetApp, Inc.
3060 Olsen Drive
San Jose, California 95128
Re: NetApp, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to NetApp, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of (i) an additional 4,000,000 shares of the Company’s common stock, par value $0.001 per share (“Shares”), to be issued by the Company pursuant to the NetApp, Inc. Employee Stock Purchase Plan, as amended (the “Purchase Plan”) and (ii) an additional 5,000,000 Shares to be issued by the Company pursuant to the NetApp, Inc. 2021 Equity Incentive Plan, as amended (the “2021 Plan” and, together with the Purchase Plan, the “Plans”).
We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. We have further received a Secretary’s Certificate dated November 25, 2025 from Dena Acevedo, Vice President, Legal and Assistant Corporate Secretary of the Company, representing to us that the Company has available a sufficient number of shares authorized and available for issuance, together with shares authorized and issued but not outstanding, to deliver the Shares under the Plans, and are relying on such representation.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares to be issued pursuant to the Plans have been duly