Exhibit 5.1

June 23, 2023

 

Board of Directors

Terran Orbital Corporation

6800 Broken Sound Parkway, Suite 200

Boca Raton, FL 33487

 

Ladies and Gentleman:

 

This opinion letter is furnished to you to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission by Terran Orbital Corporation (the “Company”) relating to the registration of 4,275,113 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), issuable under the Terran Orbital Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”). For purposes of this opinion letter, I have examined such records, documents and proceedings as I have deemed relevant and necessary as a basis for the opinion expressed herein.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. I express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

Based upon, subject to and limited by the foregoing, I am of the opinion that when issued in accordance with the terms of the 2021 Plan and the award agreements issued under the 2021 Plan, the Shares will be legally issued, fully paid, and nonassessable.

 

This opinion letter has been prepared for your use in connection with the Registration Statement. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended.

 

Very Truly yours,

 

/s/ James S. Black

James S. Black

Senior Vice President, General Counsel and Secretary