Exhibit 5.1

 

				Wilson Sonsini Goodrich & Rosati Professional Corporation   650 Page Mill Road Palo Alto, California 94304-1050   O: 650.493.9300 F: 650.493.6811

February 24, 2023

Twilio Inc.

101 Spear Street, Fifth Floor

San Francisco, California 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 Twilio Inc., a Delaware corporation (the “Company”), 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 an aggregate of 11,098,785 shares (the “Shares”) of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), consisting of: (i) 9,298,785 shares of Class A Common Stock that may be issued under the 2016 Stock Option and Incentive Plan, as amended and restated (the “2016 Plan”), and (ii) 1,800,000 shares of Class A Common Stock that may be issued under the 2016 Employee Stock Purchase Plan, as amended and restated (the “2016 ESPP,” and together with the 2016 Plan, the “Plans”).

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 Plans and pursuant to the agreements that accompany the Plans, 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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