Exhibit 5.1
John-Paul Motley
T: +1 213 561 3204
jpmotley@cooley.com
November 27, 2024
Rigetti Computing, Inc.
775 Heinz Avenue
Berkeley, CA 94710
Ladies and Gentlemen:
We have acted as counsel to Rigetti Computing, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection with the offering by the Company of 50,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to the Registration Statement on Form S-3 (File No. 333-275988) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement relating to the Shares, dated November 26, 2024, filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company's certificate of incorporation and bylaws, each as currently in effect, and (c) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where such authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, in reliance thereon, and subject to the qualifications set forth herein, we are of the opinion that the Shares, when sold and issued against payment therefore in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
This opinion is limited to the matters expressly set forth in this letter and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Cooley LLP 355 S. Grand Avenue Suite 900, Los Angeles, CA 90071-1560
t: 213.561.3250 f: 213.561.3244 cooley.com
Rigetti Computing, Inc.
November 27, 2024
Page Two
We consent to the reference to our firm under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents, 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.
| Very truly yours, | |
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| Cooley LLP | |
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| By: | /s/ John-Paul Motley | |
| | John-Paul Motley | |
Cooley LLP 355 S. Grand Avenue Suite 900, Los Angeles, CA 90071-1560
t: 213.561.3250 f: 213.561.3244 cooley.com
