Exhibit 5.1
| 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 www.lw.com
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FIRM / AFFILIATE OFFICES
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| Austin
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Milan
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| Beijing
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Munich
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| Boston
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New York
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| Brussels
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Orange County
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| Century City
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Paris
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| Chicago
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Riyadh
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| May 4, 2023 | Dubai
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San Diego
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| Düsseldorf
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San Francisco
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| Frankfurt
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Seoul
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| Hamburg
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Shanghai
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| Hong Kong
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Silicon Valley
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| Opendoor Technologies Inc. | Houston
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Singapore
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| 410 N. Scottsdale Road | London
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Tel Aviv
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| Suite 1000 | Los Angeles
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Tokyo
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| Tempe, AZ 85281 | Madrid
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Washington, D.C.
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Re: Opendoor Technologies Inc. – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Opendoor Technologies Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 12,534,135 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, which may be issued pursuant to the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan (the the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance of the law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
