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Exhibit 5.1
September 20, 2023
Terran Orbital Corporation
6800 Broken Sound Parkway NW, Suite 200
Boca Raton, Florida 33487
Re: |
Terran Orbital Corporation |
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Registration Statement on Form S-3 |
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File No. 333-271093 |
Ladies and Gentlemen:
We have acted as special counsel to Terran Orbital Corporation, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a Registration Statement on Form S-3 (File No. 333-271093) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by the Company of (A) (i) 11,678,575 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of which (x) 9,892,858 Shares are being issued to the SPA Purchasers (as defined below) in accordance with the terms of each of the Securities Purchase Agreements dated September 18, 2023 (the “Securities Purchase Agreements”), by and between the Company and each of the purchasers signatory thereto (the “SPA Purchasers”) and (y) 1,785,717 Shares are being issued to purchasers other than pursuant to the Securities Purchase Agreements (“Other Purchasers” and, together with the SPA Purchasers, the “Purchasers”) pursuant to the terms of the Final Prospectus (as defined below), (ii) common stock purchase warrants to purchase up to 23,214,290 shares of Common Stock (the “Common Stock Warrants”), of which (x) 21,428,573 Common Stock Warrants are being issued to the Purchasers in accordance with the terms of the Securities Purchase Agreements and (y) 1,785,717 Common Stock Warrants are being issued to Other Purchasers pursuant to the terms of the Final Prospectus, (iii) pre-funded warrants to purchase up to 11,535,715 shares of Common Stock (the “Pre-Funded Warrants”) issued to the SPA Purchasers in accordance with the terms of the Securities Purchase Agreements and (iv) placement agent warrants to purchase up to 1,625,000 shares of Common Stock (the “Placement Agent Warrants” and, together with Common Stock Warrants and the Pre-Funded Warrants, the “Warrants”) issued to H.C. Wainwright & Co. (“Placement Agent”) or its designees pursuant to the Engagement Agreement, dated September 9, 2023 (the “Engagement Letter”), by and between the Company and the Placement Agent and (B) (i) up to 23,214,290 shares of Common Stock issuable upon the exercise of Common Stock Warrants (the “Common Stock Warrant Shares”), (ii) up to 11,535,715 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (the “Pre-Funded Warrant Shares”) and (iii) up to 1,625,000 shares of Common Stock issuable upon exercise of Placement Agent Warrants (the “Placement Agent Warrant Shares” and, together with the Common Stock Warrant Shares and the Pre-Funded Warrant Shares, the “Warrant Shares”). The Shares, the Common Stock Warrants and the Pre-Funded Warrants will be issued and sold to (i) SPA Purchasers pursuant to the terms of the Securities Purchase Agreements between the Company and the SPA Purchasers or (ii) Other Purchasers pursuant to the terms specified in the Final Prospectus, and the Placement Agent Warrants will be issued and sold pursuant to the terms of
Terran Orbital Corporation
September 20, 2023
Page 2
the Engagement Letter. This opinion is being furnished at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of resolutions of the board of directors of the Company (the “Board”) dated September 12, 2023 and resolutions of the special committee of the Board dated September 14, 2023 and September 18, 2023 authorizing the offering and the transactions, documents and agreements related thereto (together, the “Offering Resolutions”) and such other corporate records of the Company and other certificates and documents of officials of the Company and public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that, (i) upon sale and delivery, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company, (ii) the Warrants will conform to the applicable forms thereof filed by the Company with the Commission as exhibits to the Current Report referred to below and incorporated by reference into the Registration Statement, (iii) upon issuance of the Warrant Shares upon exercise of the applicable Warrants in accordance with the terms of the applicable Warrants, valid book-entry notations for the issuance of the Warrant Shares in uncertificated form will have been duly made in the share register of the Company, (iv) each of the Engagement Letter and the Securities Purchase Agreements is a valid and binding obligation of the parties thereto, enforceable against the parties thereto (other than the Company) in accordance with its terms, (v) at the time of each issuance of Warrant Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s certificate of incorporation that have not otherwise been issued or reserved or committed for issuance and (vi) the exercise price per share at which the applicable Warrants may be exercised for Warrant Shares is not less than the par value of the Warrant Shares issuable upon such exercise. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials, certificates of officers of the Company and representations by the Placement Agent to the Company regarding delivery of the Shares and the Common Stock Warrants to the Other Purchasers, all of which we assume to be true, correct and complete.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
Terran Orbital Corporation
September 20, 2023
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The opinions and other matters in this letter are qualified in their entirety and subject to the following:
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission on or about the date hereof (the “Current Report”), to the incorporation by reference of this opinion into the Registration Statement and to the use of our name in the Prospectus dated April 18, 2023 (the “Base Prospectus”), and the final Prospectus Supplement dated September 18, 2023 forming a part of the Registration Statement (together with the Base Prospectus, the “Final Prospectus”) under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.