Wilson Sonsini Goodrich & Rosati Professional Corporation   650 Page Mill Road Palo Alto, CA 94304 O: (650) 493-9300 F: (866) 974-7329

December 20, 2024

 

Oportun Financial Corporation

2 Circle Star Way

San Carlos, California 94070

 

Ladies and Gentlemen:

 

At your request, we have examined the Registration Statement on Form S‑3 (the “Registration Statement”), filed by Oportun Financial Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Act”), of the Shares (as defined below).

 

The Registration Statement relates to the proposed offer and resale by the selling securityholders named in the prospectus contained in the Registration Statement and any supplement thereto or their transferees (the “Selling Securityholders”), pursuant to Rule 415 under the Act, as set forth in the Registration Statement, the prospectus contained therein (the “Prospectus”) and the supplements to the prospectus referred to therein (each a “Prospectus Supplement”) of up to an aggregate 4,835,006 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, issuable upon the exercise of the Warrants (as defined in the Registration Statement), each Warrant having an exercise price of $0.01 per share of common stock.

 

The Warrants were issued or will be issued pursuant to a credit agreement between the Company and the parties thereto in substantially the form filed under a Current Report on Form 8‑K. The Shares are to be sold from time to time as set forth in the Registration Statement, the Prospectus contained therein and the Prospectus Supplements.

 

We have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (d) that the Registration Statement, and any amendments thereto (including post‑effective amendments), will have become effective under the Act; (e) that a Prospectus Supplement will have been filed with the Commission describing the Shares offered thereby; (f) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (g) that any Shares issuable upon conversion, exchange, redemption or exercise of any Shares being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; and (h) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

 Based on such examination, we are of the opinion that:

 

 

Our opinion that any document is legal, valid and binding is qualified as to:

 

 

 

 

We express no opinion as to the laws of any other jurisdiction, other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

 

* * *

 

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, the Prospectus, any Prospectus Supplement, and in any amendment or supplement 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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