Please wait

 

Exhibit 5.1

 

Goodwin Procter llp 

601 Marshall Street 

Redwood City, CA 94063

 

gooodwinlaw.com 

+1 650 752 3100 

 

March 20, 2026

 

Astera Labs, Inc. 

2345 North First Street 

San Jose, CA 95131

 

Re:        Securities Registered under Registration Statement on Form S-3

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) filed on March 20, 2026 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering of up to 5,578,474 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), of Astera Labs, Inc., a Delaware corporation (the “Company”), issuable upon the exercise of warrants to purchase shares of Common Stock (the “Warrants”) to be sold by the selling stockholder listed in the Registration Statement under “Selling Stockholder” (the “Selling Stockholder”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth below, we have assumed that before the Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Shares.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based on the foregoing, we are of the opinion that the Warrants have been duly authorized and, assuming the Shares were issued today in accordance with the terms of the Warrants, they would be validly issued, fully paid and non-assessable.

 

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

 

 

 

 

Astera Labs, Inc. 

March 20, 2026 

Page 2

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

  Very truly yours,
   
  /s/ Goodwin Procter LLP
   
  GOODWIN PROCTER LLP