Exhibit 5.1
| January 24, 2022 |
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| Local Bounti Corporation 490 Foley Lane Hamilton, MT 598403 Re: Registration Statement on Form S-8 |
Orrick, Herrington & Sutcliffe LLP 222 Berkeley St., Suite 2000 Boston, MA 02116 +1-617-880-2219 orrick.com | |||
Ladies and Gentlemen:
We have acted as counsel for Local Bounti Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an aggregate of 19,228,490 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). The Shares include (i) 15,535,724 shares of common stock reserved for issuance under the Local Bounti Corporation 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 1,294,492 shares of common stock reserved for issuance under the Local Bounti Corporation 2021 Employee Stock Purchase Plan (the “ESPP”), and (iii) 2,398,274 shares of Common Stock reserved for issuance upon the settlement of certain restricted stock units issued pursuant to the Local Bounti Corporation 2020 Equity Incentive Plan (the “2020 Plan”) together with the 2021 Plan and the ESPP, the “Plans” and such Shares in (i), (ii), and (iii), the “Primary Shares”). The Registration Statement also includes 9,393,585 shares of common stock being registered for resale (the “Reoffer Shares”). The Reoffer Shares consist of (i) 7,000,588 shares of common stock subject to awards granted pursuant to the 2021 Plan to certain of the Company’s executive officers and directors and 2,392,997 shares of common stock subject to awards previously granted pursuant to the 2020 Plan to certain of the Company’s executive officers, directors and employees. As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Certificate of Incorporation, (ii) the Company’s Bylaws, (iii) the Plans, and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all-natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that (i) the Primary Shares to be issued pursuant to the terms of the Plans have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable, and (ii) the Reoffer Shares, when issued in accordance with the terms of the 2021 Plan or the 2020 Plan, as applicable, will be validly issued, fully paid and non-assessable.