The 2012 ESPP shall remain “suspended” continuously through the Closing and thereafter, subject only to the Surviving Corporation’s or the Parent’s ability to reverse such suspension.
There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, and, except for the 2012 ESPP, neither the Company nor any of its Subsidiaries maintains an employee stock purchase plan.
We are familiar with the actions taken by the Company in connection with the adoption of each of the 2012 Plan and the 2012 ESPP.
Copies of minutes of meetings of, and actions by the written consent of, the Board and the Stockholders provided to us by the Company relating to the adoption, approval, authorization and/or ratification of (i) the Restated Certificate, (ii) the Restated Bylaws, (iii) the Registration Statement and the issuance of Stock by the Company pursuant to the Registration Statement, and (iv) the adoption of the 2012 EIP and the 2012 ESPP; Vocera Communications, Inc.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2012 EIP Shares and the 2012 ESPP Shares, when sold and issued in accordance with the 2012 Plan and the 2012 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).