Exhibit 5.1
![LOGO](https://capedge.com/proxy/S-1/0001193125-22-190595/g375231g0708104319420.jpg)
July 8, 2022
Terran Orbital Corporation
6800 Broken Sound Parkway NW, Suite 200
Boca Raton, Florida 33487
| Re: | Terran Orbital Corporation |
| | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Terran Orbital Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed on the date hereof by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offer and sale from time to time of up to 27,714,791 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder named in the Registration Statement (the “Selling Stockholder”), consisting of (i) 214,791 outstanding shares of Common Stock (“Commitment Shares”) issued by the Company on July 5, 2022 to the Selling Stockholder pursuant to the Common Stock Purchase Agreement, dated as of July 5, 2022, by and between the Company and B. Riley Principal Capital II, LLC (the “Purchase Agreement”) and (ii) up to 27,500,000 shares of Common Stock (the “Purchase Shares”) to be issued and sold by the Company to the Selling Stockholder from time to time, upon the terms, and subject to the satisfaction of the conditions, set forth in the Purchase Agreement, as described in the Registration Statement. The Commitment Shares and the Purchase Shares are collectively referred to herein as the “Shares.” The Shares may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein and supplements to the prospectus pursuant to Rule 415 under the Act. 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 Purchase Shares pursuant to the Purchase Agreement, valid book-entry notations for the issuance of the Purchase Shares in uncertificated form will have been duly made in the share register of the Company; (ii) at the time of each issuance of Purchase 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; (iii) the price per share paid for the Purchase Shares issued pursuant to the Purchase Agreement is not less than the par value of the Purchase Shares; and (iv) prior to the consummation of any stock split or other
One Bryant Park | New York, New York 10036-6745 | 212.872.1000 | fax: 212.872.1002 | akingump.com