September 18, 2025
Netskope, Inc.
2445 Augustine Drive, Suite 301
Santa Clara, CA 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Netskope, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 150,975,082 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 105,115,082 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), consisting of: (i) 38,210,000 shares of Class A Common Stock to be issued under the 2025 Equity Incentive Plan; (ii) 7,650,000 shares of Class A Common Stock to be issued under the 2025 Employee Stock Purchase Plan; (iii) 59,073,444 shares of Class A Common Stock and 59,073,444 shares of Class B Common Stock reserved for issuance pursuant to the 2022 Stock Incentive Plan ; and (iv) 46,041,638 shares of Class A Common Stock and 46,041,638 shares of Class B Common Stock reserved for issuance pursuant to the 2012 Stock Incentive Plan (which plans are referred to herein as the “Plans” and which shares of Class A Common Stock and Class B Common Stock are referred to herein as the “Shares”). 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 described in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
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/s/ Wilson Sonsini Goodrich & Rosati, P.C. |