San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095Merger Agreement • November 23rd, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec
We have acted as special tax counsel to Ouster, Inc., a Delaware corporation (“Ouster”), in connection with the Agreement and Plan of Merger, dated as of November 4, 2022 (the “Merger Agreement”), by and among Ouster, Oban Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ouster (“Merger Sub I”), Oban Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ouster (“Merger Sub II”) and Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”). This opinion is being delivered in connection with the registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2022 (the “Registration Statement”), including the joint proxy statement/prospectus forming a part thereof (the “Joint Proxy Statement/Prospectus”), relating to the transactions contemplated by the Merger Agreement. Capitalized terms not
