Exhibit 5.1
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* Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | December 8, 2023
MSP Recovery, Inc. 2701 Le Jeune Road, Floor 10 Coral Gables, Florida 33134
RE: Registration Statement on Form S-1 for MSP Recovery, Inc.
Ladies and Gentlemen:
We are acting as special securities counsel for MSP Recovery, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 to be filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) on or about December 8, 2023 (such registration statement, the “Registration Statement”) relating to the resale by YA II PN, Ltd. (the "Selling Securityholder") of up to 50,000,000 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”). The Shares are to be sold by the Company pursuant to that certain Standby Equity Purchase Agreement dated as of November 14, 2023 (the "Purchase Agreement"), by and between the Company and the Selling Securityholder.
In reaching the opinions set forth herein, we have examined the originals, or photostatic or certified copies of, (i) the second amended and restated certificate of incorporation of the Company, (ii) the certificate of amendment effective October 12, 2023, (iii) the amended and restated bylaws of the Company, (iv) the Registration Statement, (v) the prospectus contained within the Registration Statement (the "Prospectus"), (vi) the Purchase Agreement and (vii) such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions contained herein, we have assumed the genuineness of all signatures on all documents examined by us, the legal capacity of all natural persons signing such documents, the due authority of all parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement, the Prospectus and the Purchase Agreement, will be validly issued, fully paid and nonassessable.
We have assumed that no more than 50,000,000 Shares will be sold. We express no opinion to the extent that future issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares of Common Stock issuable under the Purchase Agreement to exceed the number of shares of Common Stock then available for issuance. |
Baker & McKenzie LLP is a member of Baker & McKenzie International.
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The opinions expressed above are limited to the General Corporation Law of the State of Delaware. We do not purport to cover herein the application of the securities or “Blue Sky” laws of any state or other jurisdiction.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
BAKER & McKENZIE LLP
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