Exhibit 5.1
 | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 | ||||
| March 26, 2024 | |||||
Samsara Inc.
1 De Haro Street
San Francisco, CA 94107
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 Samsara Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of an aggregate of 32,758,411 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) 27,298,676 shares of Class A common stock to be issued under the 2021 Equity Incentive Plan and (ii) 5,459,735 shares of Class A common stock to be issued under the 2021 Employee Stock Purchase Plan (collectively, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, 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 | |||||
| WILSON SONSINI GOODRICH & ROSATI | |||||
| Professional Corporation | |||||