Form: 8-K

Current report filing

June 25, 2018

Exhibit 5.1

 

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K&L GATES LLP

1 PARK PLAZA

TWELFTH FLOOR
IRVINE, CA 92614

T 949.253.0900 F 949.253.0902

klgates.com

June 25, 2018

Veritone, Inc.

575 Anton Blvd., Suite 100

Costa Mesa, California 92626

Ladies and Gentlemen:

We have acted as counsel for Veritone, Inc., a Delaware corporation (the “Company”), in connection with the proposed offering and sale by the Company of up to 1,955,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share, pursuant to the Registration Statement on Form S-3 (No. 333-225394) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), by the Company on June 1, 2018 and declared effective by the Commission on June 13, 2018, the related base prospectus dated June 13, 2018 (the “Base Prospectus”) and the prospectus supplement dated June 21, 2018 (together with the Base Prospectus, the “Prospectus”).

You have requested our opinion as to the matters set forth below in connection with the Registration Statement, the Prospectus and the offering of the Shares thereunder. For purposes of rendering such opinion, we have examined the Prospectus, the Registration Statement, the Company’s Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as presently in effect, and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Company. In rendering our opinion, we have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

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

Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to the reference to this firm in the related prospectus supplement under the caption “Legal Matters.” In giving our consent, we do not hereby 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.

 

Yours truly,
/s/ K&L Gates LLP
K&L Gates LLP