June 1, 2023
Riot Platforms, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
| RE: | Registration Statement on Form S-3ASR (File No. 333-259212); 70,165 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 resale from time to time by the selling stockholders named in the Prospectus Supplement (as defined below) of 70,165 shares of common stock, no par (the “Shares”). The resale of the Shares is being registered pursuant to a registration statement on Form S-3ASR under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2021 (File No. 333-259212) (the “Registration Statement”), a base prospectus dated August 31, 2021 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a prospectus supplement dated December 1, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the “prior prospectus supplement”), a prospectus supplement dated June 1, 2023 filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement”, and together with the Base Prospectus and the prior prospectus supplement, the “Prospectus”).
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 the Prospectus, 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 corporate records, 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 the laws of the United States of America, and we express no opinion with respect to any other laws, including any state securities or “blue sky” laws or regulations.
In rendering the opinion as set forth below, we have assumed: (a) the authenticity of all documents submitted to us as originals; (b) the conformity to the originals of all documents submitted to us as copies; (c) the genuineness of all signatures; (d) the legal capacity of natural persons; (e) the truth, accuracy, and completeness of the factual statements contained in all of such