WILSON SONSINI |
EXHIBIT 5.1
Wilson Sonsini Goodrich & Rosati 650 Page Mill Road O: 650.493.9300 |
August 7, 2024
SmartRent, Inc.
8665 E. Hartford Drive, Suite 200
Scottsdale, AZ 85255
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 SmartRent, Inc., a Delaware corporation, 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 14,823,893 shares of Class A common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) 8,900,000 shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Equity Incentive Plan (the “2021 EIP”), and (ii) 5,923,893 shares of Class A common stock reserved for issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 EIP, the “Plans”).
It is our 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, P.C.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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