Document

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration under the Securities Act of the resale from time to time by the selling securityholder named in the prospectus contained in the Registration Statement and any supplement thereto or their permitted transferees of up to (i) an aggregate of 4,739,336 shares (the “Conversion Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) issuable upon conversion of 10,000 shares (the “Preferred Shares”) of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and (ii) an aggregate of 1,600,683 shares (the “Warrant Shares”) of Class A Common Stock initially issuable upon the exercise of two warrants to purchase shares of Class A Common Stock (the “Warrants”). The Preferred Shares and the Warrants were issued in a private placement transaction pursuant to the terms of one or more of the following agreements (collectively, the “Securities Issuance Agreements”): (i) the Subscription Agreement, dated as of August 11, 2023, by and between the Company and Volition Capital Fund IV, L.P., (ii) the Warrant to Purchase Class A Common Stock, dated as of August 11, 2023, by and between the Company and Volition Capital Fund IV, L.P., and (iii) the Warrant to Purchase Class A Common Stock, dated as of August 11, 2023, by and between the Company and Volition Capital Fund IV, L.P.

We have examined the Registration Statement, the Certificate of Incorporation of the Company, as amended, including, without limitation, the Certificate of Designation creating the Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware and in effect on the date hereof (as so amended, the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”), the Securities Issuance Agreements, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Securities Issuance Agreements and the issuance by the Company of the Preferred Shares, the Conversion Shares issuable upon conversion of the Preferred Shares, the Warrants and the Warrant Shares issuable upon exercise of the respective Warrants. We have also

examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

1.The Conversion Shares will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act and (ii) the certificates representing such Conversion Shares (as applicable) shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof, or, if any such Conversion Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Conversion Shares to the purchasers thereof against payment of the exercise price therefor in an amount not less than the par value thereof, all in accordance with the terms of the Certificate of Incorporation and the related Securities Issuance Agreements.

2.The Warrant Shares will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act and (ii) the certificates representing such Warrant Shares (as applicable) shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the exercise price therefor in an amount not less than the par value thereof (including by cashless exercise, if applicable), or, if any such Warrant Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Warrant Shares to the purchasers thereof against payment of the exercise price therefor in an amount not less than the par value thereof, all in accordance with the terms of the respective Warrants and related Securities Issuance Agreements.

With respect to each instrument or agreement referred to in, or otherwise relevant to, the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may

be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument and (ii) such Instrument has been duly authorized, executed and delivered by, and was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto; provided, that we make no assumption insofar as such assumption relates to the Company and is expressly covered by our opinions set forth herein.

We express no opinion as to any provision of any instrument, agreement or other document (i) regarding severability of the provisions thereof; or (ii) providing that the assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other right or remedy, or that every right and remedy shall be cumulative and in addition to every other right and remedy, or that any delay or omission to exercise any right or remedy shall not impair any right or remedy or constitute a waiver thereof.

Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of any of the Conversion Shares or any of the Warrant Shares: (i) such Conversion Shares or Warrant Shares, as applicable, will be issued and sold as contemplated in the Registration Statement and the prospectus relating thereto; and (ii) the Certificate of Incorporation and the Bylaws, each as currently in effect, will not have been modified or amended and will be in full force and effect.


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Very truly yours,

/s/ Sidley Austin LLP