Exhibit 5.1
![Graphic](https://capedge.com/proxy/S-8/0001167419-23-000016/tmb-20230713xex5d1005.jpg)
O. 702.949.8200
3993 Howard Hughes Parkway Suite 600
Las Vegas, NV 89169 lewisroca.com
July 13, 2023
Exhibit 5.1
Riot Platforms, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80804
RE: Registration Statement of Form S-8; 4,000,000 shares of Common Stock,
no par value
Ladies and Gentlemen:
We have acted as special Nevada counsel to Riot Platforms, Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of 4,000,000 shares of Common Stock of the Company, no par value (the “Shares”), issuable under the Company’s 2019 Equity Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2023, as amended (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus or other ancillary documents, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Corporation Law of the State of Nevada, Nevada Revised Statutes Chapter 78 (“Nevada Corporation Law”), and we express no opinion with respect to any other laws.
Subject to the foregoing and other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the persons to whom issued, granted or awarded (“issuees”), and have been issued by the Company in the circumstances contemplated by and pursuant to the requirements of the Plan, assuming in each case that the individual issuances,