This opinion is furnished to you in connection with the Registration Statement on Form S-1 (Registration No. 333-278172), as amended (the “Registration Statement”), filed by Ibotta, Inc., 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 up to 7,544,805 shares of the Company’s Class A common stock, $0.00001 par value per share (the “Shares”), of which up to 2,500,000 Shares will be issued and sold by the Company and up to 5,044,805 Shares will be sold by the selling stockholders identified in such Registration Statement (the “Selling Stockholders”) (including up to 984,105 Shares to be sold by the Selling Stockholders upon exercise of an option granted to the underwriters by the Selling Stockholders). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the Selling Stockholders and representatives of the several underwriters named therein (the “Underwriting Agreement”).

On the basis of the foregoing, we are of the opinion that upon the effectiveness of the Company’s Amended and Restated Certificate of Incorporation, a form of which has been filed as an exhibit to the Registration Statement, (i) the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and (ii) the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and nonassessable.