Exhibit 5.1
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O. 702.949.8200
3993 Howard Hughes Parkway
Suite 600
Las Vegas, NV 89169
lewisroca.com
August 9, 2024
Riot Platforms, Inc.
Attn: Colin Yee
3855 Ambrosia Street, Suite 301
Castle Rock, CO 80109
RE: Riot Platforms, Inc.; Registration Statement on Form S-3
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 under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to the Registration Statement on Form S-3 (the “Registration Statement”), of, pursuant to the base prospectus filed with and forming a part of the Registration Statement (the “Base Prospectus”), an indeterminate number of: (a) shares of the Company’s common stock, no par value per share (the “Common Stock”), (b) shares of the Company’s preferred stock, no par value per share (the “Preferred Stock”), (c) warrants to acquire shares of the Common Stock and/or the Preferred Stock (the “Warrants”), debt securities (the “Debt Securities”), which may be senior or subordinated, and which may be convertible into Common Stock or be non-convertible, and (d) units consisting of some or all of these securities, in any combination and any amount, which may be issued together with such securities or separately as derivative securities, subject to vesting, payment and conversion (the “Units” and together with the Common Stock, the Preferred Stock, the Warrants, and the Debt Securities, the “Securities”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As such counsel, we have examined the Registration Statement and the Base Prospectus and 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 we express no opinion with respect to any other laws, including any federal securities law, or 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
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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 documents; (f) the legal, valid, and binding effect of all such documents on the parties thereto; (g) that the Company will act in accordance with its representations and warranties as set forth in the documents; (h) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement; (i) each person executing relevant documents (other than persons executing documents on behalf of the Company) has the legal capacity and authority to do so; and (j) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective, and no stop order suspending its effectiveness will have been issued and remain in effect.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1.The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. The Company has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted (as described in the Registration Statement and the Base Prospectus).
2.The registration by the Company of the Common Stock, the Preferred Stock, the Warrants, the Debt Securities and the Units identified under the Base Prospectus has been duly and validly authorized by all necessary corporate action of the Company.
3.When the issuance of the Common Stock has been duly authorized by appropriate corporate action and, as applicable, certificates evidencing such shares of Common Stock have been duly executed and delivered against payment of the authorized consideration therefor, then the Common Stock will be validly issued, fully paid and non-assessable.
4.When the issuance of any series of the Preferred Stock has been duly authorized by appropriate corporate action, the amendment to the Company’s articles of incorporation, including by a certificate of designation, has been filed in the State of Nevada and certificates evidencing such shares of Preferred Stock have been duly executed and delivered against payment of the authorized consideration therefor, then, subject to the final terms being in compliance with then-applicable law, the Preferred Stock will be validly issued, fully paid and non-assessable.
5.When the issuance of the Warrants and approval of the final terms thereof, including any related warrant agreement and warrant certificates under which the Warrants are to be delivered, have been duly authorized by appropriate corporate action, and the Warrants and any related warrant agreement and warrant certificates have been duly executed and delivered against payment of the authorized consideration therefor, such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
6.When the issuance of the Debt Securities and approval of the final terms thereof, including any related indenture or security instrument under which the Debt Securities are to be delivered, have
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been duly authorized by appropriate corporate action, and the Debt Securities and any related indenture or security instrument have been duly executed and delivered against payment of the authorized consideration therefor, such Debt Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
7.When the issuance of the Units and approval of the final terms thereof have been duly authorized by appropriate corporate action, including authorization of each of the constituent securities forming a part of such Units, and the related agreements under which such securities comprising the Units are to be delivered, as applicable, and the Units have been duly executed and delivered against payment of the authorized consideration therefor, such Units will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
In rendering the foregoing opinions, we have assumed that the Company will comply with any and all applicable notice requirements regarding uncertificated shares pursuant to the Nevada Corporation Law. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention, or changes in law that occur, that could affect the opinions contained herein.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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| Very truly yours, |
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| | /s/ Lewis Roca Rothgerber Christie LLP |
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| | LEWIS ROCA ROTHGERBER CHRISTIE LLP |
LEWIS ROCA ROTHGERBER CHRISTIE LLP
