Exhibit 5.1
November 22, 2024
Backblaze, Inc.
201 Baldwin Ave.
San Mateo, CA 94401
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale by Backblaze, Inc., a Delaware corporation (the “Company”), of up to an aggregate of 6,250,000 shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), (including up to 937,500 shares that may be sold pursuant to the exercise of an option granted by the Company to the underwriters), pursuant to the Registration Statement on Form S-3 (File No. 333-279033) (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 1, 2024, and declared effective on May 13, 2024 and the related prospectus dated May 1, 2024 included in the Registration Statement (the “Base Prospectus”), the preliminary prospectus supplement dated November 20, 2024 (the together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement dated November 20, 2024 (together with the Base Prospectus, the “Prospectus”) and an underwriting agreement, dated November 20, 2024 entered into by and among the Company and the underwriters set forth on Schedule I thereto (the “Underwriting Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares. 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 herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). 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. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Subject to the foregoing and the other matters set forth herein, it is our opinion that when the Shares to be issued and sold by the Company are issued and paid for in accordance with the terms of the Underwriting Agreement, such Shares will be validly issued, fully paid and nonassessable.
