Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
March 9, 2022
201 Mission Street, Suite 2900
San Francisco, CA 94105
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 ForgeRock, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) 4,132,673 shares of the Company’s Class A common stock that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 826,532 shares of the Company’s Class A common stock that may be issued pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the “2021 Plan,” collectively, 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,|
|WILSON SONSINI GOODRICH & ROSATI|
|/s/ Wilson Sonsini Goodrich & Rosati, P.C.|
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE