Exhibit 5.1
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May 2, 2023
Rubicon Technologies, Inc.
100 West Main Street Suite #610
Lexington, KY 40507
| Re: | Rubicon Technologies, Inc. Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as special counsel to Rubicon Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-1 initially filed with the Securities and Exchange Commission (the “Commission”) on February 8, 2023 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to registration of an aggregate of 47,681,572 shares of Class A Common Stock of the Company (the “Shares”) including (i) up to 31,822,294 Shares (the “SEPA Yorkville Shares”) that the Company may, at its discretion, elect to issue and sell to YA II PN, Ltd. (the “Yorkville Investor”), from time to time after the date of the prospectus that forms a part of the Registration Statement, pursuant to the Standby Equity Purchase Agreement, dated as of August 31, 2022, entered into by and between the Company and the Yorkville Investor (the “SEPA”), (ii) 200,000 Shares (the “Initial Yorkville Shares”) issued to the Yorkville Investor as consideration for its irrevocable commitment to purchase Shares at the Company’s direction, from time to time after the date of the prospectus that forms a part of the Registration Statement, upon the terms and subject to the conditions set forth in the SEPA, (iii) up to 5,629,245 Shares (the “First Closing Insider Shares”) issuable by the Company to various investors (the “First Closing Insider Investors”) if they fully convert their convertible debentures issued pursuant to the Securities Purchase Agreement, dated as of December 16, 2022 (the “First Closing Insider SPA”), by and between the Company and the First Closing Insider Investors, (iv) up to 3,367,509 Shares (the “Second Closing Insider Shares”) issuable by the Company to various investors (the “Second Closing Insider Investors”) if they fully convert their convertible debentures pursuant to the Securities Purchase Agreement, dated as of February 1, 2023 (the “Second Closing Insider SPA”), by and between the Company and the Second Closing Insider Investors, (v) up to 1,222,222 Shares (the “Chico Shares”) issuable by the Company to Jose Miguel Enrich, Felipe Chico Hernandez, and Andres Chico Hernandez (collectively, the “Chico Investors”) pursuant to Subscription Agreements, dated as of March 16, 2023 (the “Chico Subscription Agreements”), by and between the Company and the Chico Investors, and (vi) up to 5,440,302 Shares (the “Palantir Shares”) issued by the Company to Palantir Technologies Inc. pursuant to a share issuance agreement dated as of March 29, 2023 as payment for products and/or services provided to Rubicon Global, LLC.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinion set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinion, including the Certificate of Incorporation of the Company, filed as Exhibit 3.2 to the Registration Statement. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that: (i) the Initial Yorkville Shares and the Palantir Shares have been duly authorized and are validly issued, fully paid and nonassessable; and (ii) the SEPA Yorkville Shares, the First Closing Insider Shares, the Second Closing Insider Shares and the Chico Shares have been duly authorized and, when issued in accordance with the terms of the SEPA, the First Closing Insider SPA, the Second Closing Insider SPA and the Chico Subscription Agreements, respectively, will be validly issued, fully paid and nonassessable.
The opinions expressed herein are based upon and limited to the General Corporation Law of the State of Delaware, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing. We express no opinion herein as to any other laws, statutes, regulations or ordinances.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.
Very truly yours, | |
| Winston & Strawn LLP |