Exhibit 5.1
June 24, 2022
Terran Orbital Corporation
6800 Broken Sound Parkway NW, Suite 200
Boca Raton, Florida 33487
| Re: | Terran Orbital Corporation |
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Terran Orbital Corporation, a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 of the Company (the “Registration Statement”), being filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance of up to 13,729,546 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), authorized for issuance pursuant to the Terran Orbital Corporation 2021 Omnibus Incentive Plan (the “Plan”). This opinion is being furnished 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 such corporate records of the Company and other certificates and documents of officials of the Company, 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 issuance of the Shares, 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) each award agreement setting forth the terms of each award granted pursuant to the Plan is consistent with the Plan and such award agreement has been duly authorized and validly executed and delivered by the parties thereto, (iii) at the time of each issuance and delivery of Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s certificate of incorporation, as amended, that have not otherwise been issued or reserved or committed for issuance, and (iv) the price per share paid for the Shares issued pursuant to the Plan is not less than the par value of the Shares. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that when the Shares have been issued and delivered upon payment therefor in accordance with the terms of the Plan and applicable award agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable.