Exhibit 5.1

 

Nicole C. Brookshire

+1 617 937 2357

nbrookshire@cooley.com

April 16, 2021

ACV Auctions Inc.

640 Ellicott Street, #321

Buffalo, New York 14203

Ladies and Gentlemen:

We have acted as counsel to ACV Auctions Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to (a) 10,083,783 shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B 2015 Plan Shares”) issuable pursuant to the Company’s 2015 Long-Term Incentive Plan, as amended (the “2015 Plan”) and (b) 26,774,084 shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), consisting of (i) 10,083,783 shares of Class A Common Stock (the “Class A 2015 Plan Shares”) issuable pursuant to the 2015 Plan, (ii) 13,890,301 shares of Class A Common Stock (the “2021 EIP Shares”) issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (iii) 2,800,000 shares of Class A Common Stock (together with the Class B 2015 Plan Shares, Class A 2015 Plan Shares and 2021 EIP Shares, the “Shares”) issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2015 Plan and the 2020 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery by all persons other than by the Company of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

 

Cooley LLP    500 Boylston Street    Boston, MA    02116-3736

t: (617) 937-2300  f: (617) 937-2400  cooley.com

ACV Auctions Inc.

April 16, 2021

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

 

By:		/s/ Nicole C. Brookshire
		Nicole C. Brookshire

 

Cooley LLP    500 Boylston Street    Boston, MA    02116-3736

t: (617) 937-2300  f: (617) 937-2400  cooley.com