Exhibit 5.1
One Financial Center
Boston, MA 02111
617 542 6000
mintz.com
505 Odyssey Way
Merritt Island, FL 32953
Re:
Registration Statement on Form S-8
We
have
acted
as
legal
counsel
to
Vaxxinity,
Inc.,
a
Delaware
corporation
(the
“Company”),
in
connection
with
the
preparation
and
filing
with
the
Securities
and
Exchange
Commission
(the
“Commission”) of a Registration
Statement on Form S-8
(the “Registration Statement”),
pursuant to which
the Company
is registering
the issuance
under the
Securities Act
of 1933,
as amended
(the “Securities
Act”),
of an
aggregate of
3,186,306 shares
(the “Shares”)
of the
Company’s
Class A
common stock,
par value
$0.0001 per share
(the “Class A
Common Stock”),
in accordance with
the terms of
the Vaxxinity,
Inc. 2021
Omnibus Incentive Compensation Plan (the “Plan”).
This opinion is being rendered in connection
with the
filing
of
the
Registration
Statement
with
the
Commission.
All
capitalized
terms
used
herein
and
not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with
this opinion, we
have examined the
Company’s Amended and Restated
Certificate
of Incorporation and Amended and Restated Bylaws, each as
currently in effect; such other records of the
corporate
proceedings
of
the
Company
and
certificates
of
the
Company’s
officers
as
we
have
deemed
relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the
genuineness of all signatures, the legal capacity
of natural
persons, the
authenticity of
all documents
submitted to
us as
originals, the
conformity to
original documents
of all documents
submitted to us
as copies, the
authenticity of the
originals of such
copies, and the
truth and
correctness of any representations and warranties contained therein. In addition, we have assumed that the
Company will receive any required consideration in accordance with
the terms of the Plan.
Our opinion expressed herein is limited
to the General Corporation Law of
the State of Delaware and
we express
no opinion
with respect
to the
laws of
any other
jurisdiction. No
opinion is
expressed herein
with
respect
to
the
qualification
of
the
Shares
under the
securities or
blue
sky
laws
of
any
state
or
any
Please note
that we are
opining only
as to the
matters expressly
set forth
herein, and
no opinion should
be inferred as to any
other matters. This opinion
is based upon currently
existing statutes, rules,
regulations
and judicial decisions, and we disclaim any obligation to advise
you of any
BOSTON
LOS
ANGELES
NEW
YORK
SAN
DIEGO
SAN
FRANCISCO
TORONTO
WASHINGTON
MINTZ,
LEVIN,
COHN,
FERRIS,
GLOVSKY
AND
POPEO,
P.C.
505271826
V
.1
