Exhibit 5.1
| | | | | | | | | | | | | | | | | |
| | | | | |
| Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas
40th Floor
New York, New York 10019-6022 O: 212.999.5800 F: 866.974.7329 |
February 14, 2024
Aurora Innovation, Inc.
1654 Smallman St.
Pittsburgh, PA, 15222
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 Aurora Innovation, 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 76,730,617 shares of Class A common stock, par value $0.00001 per share (the “Shares”) reserved for issuance under the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as amended (the “Plan”).
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, 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
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
