Exhibit 5.1

 

		Gibson, Dunn & Crutcher LLP
		1881 Page Mill Road
		Palo Alto, CA 94304
		+1 650 849 5300

August 28, 2020
NetApp, Inc. 1395 Crossman Ave
Sunnyvale, California 94089

 

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to NetApp, Inc., a Delaware corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed with the Securities and Exchange Commission covering up to: (i) 430,908 shares of the Company’s Common Stock, par value $0.001 per share (the “Option Shares”), which may be issued pursuant to outstanding stock options granted under Spotinst Ltd. Amended and Restated 2016 Share Option Plan (the “Plan”); and (ii) 277,095 shares of the Company’s Common Stock, par value $0.001 per share (collectively with the Option Shares, the “Shares”), which may be issued pursuant to restricted share units granted under the Plan.

In connection with rendering the opinion below, we have examined and relied upon: originals, or copies certified or otherwise identified, of (a) the Registration Statement; (b) the Plan and the related form award agreements; (c) the Company’s Certificate of Incorporation, as amended, included as Exhibit 4.1 to the Registration Statement; (d) the Company’s Bylaws, as amended, included as Exhibit 4.2 to the Registration Statement; and (e) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion. We have also examined and relied upon certificates of public officials and the Company’s officers. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, (iii) the representations of officers and employees are correct as to questions of fact, and (iv) there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.

Our opinion herein is limited to the General Corporation Laws of the State of Delaware and the federal laws of the United States of America and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. Without limitation, no opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

On the basis of the foregoing, we are of the opinion that the Shares, when issued against receipt of the consideration therefor and in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name wherever it appears in the Registration Statement. In giving our consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.