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Exhibit
5.1 |
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Davis Polk & Wardwell
llp
450 Lexington Avenue New
York, NY 10017
davispolk.com |
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February
29, 2024
GoDaddy
Inc.
2155 E. GoDaddy Way
Tempe, Arizona 85284
Ladies
and Gentlemen:
GoDaddy
Inc., a Delaware corporation (the “Company”),
is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration
Statement”) under
the Securities Act of 1933, as amended (the “Securities
Act”). The Registration
Statement relates to the registration for resale by the selling stockholders named in the Registration Statement (the “Selling Stockholders”)
of up to an aggregate of 270,508 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share
(the “Class A
Common Stock”),
which Shares may be sold from time to time by the Selling Stockholders.
We,
as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments
as we have deemed necessary or advisable for the purpose of rendering this opinion.
In
rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted
to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals,
(iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv)
all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity
to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and
(vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based
upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion,
as of the date hereof, the shares of Class A Common Stock have been validly issued and fully-paid and are non-assessable.
We
are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of
the State of Delaware.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the
reference to our name under the caption “Validity of Securities” in the
prospectus,
which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act.
Very
truly yours,
/s/
Davis Polk & Wardwell LLP