Exhibit 5.1
November 15, 2021
Vaxxinity, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Vaxxinity, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the 31,714,348 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), issuable under the (i) the Vaxxinity, Inc. 2021 Stock Option and Grant Plan, (ii) the Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan, (iii) the Vaxxinity, Inc. 2021 Employee Stock Purchase Plan and (iv) the Non-Qualified Stock Option Award Agreements with each of Mei Mei Hu and Lou Reese, respectively (collectively, the “Stock Plans”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation: (a) the Second Amended and Restated Certificate of Incorporation of the Company; (b) the Amended and Restated Bylaws of the Company; (c) certain resolutions adopted by the Board of Directors of the Company; and (d) the Stock Plans.
In rendering our opinion, 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, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
