Exhibit 5.1

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Orrick, Herrington & Sutcliffe LLP
THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CA 94105-2669 +1-415-773-5700
orrick.com |
June 10, 2025
Ooma, Inc.
525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Ooma, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 filed on the date hereof (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i) 330,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s 2015 Equity Incentive Plan, as amended and restated effective June 5, 2025, and (ii) 795,144 shares of Common Stock reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan, as amended and restated effective June 5, 2025 (which plans as so amended and restated are referred to herein as the “Plans” and which shares of Common Stock are referred to herein as the “Shares”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation, (ii) the Company’s Amended and Restated Bylaws, (iii) the Plans, and (iv) such corporate 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 inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all-natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power,