EXHIBIT 5.1
A&O SHEARMAN
1460 El Camino Real
Menlo Park, CA 94025-4110
+1.650.838.3600
February 19, 2025
Aemetis, Inc.
20400 Stevens Creek Boulevard, Suite 700
Cupertino, CA 95014
Aemetis, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Aemetis, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of the Registration Statement on Form S-3 dated August 9, 2024, as amended by Amendment No. 1 to Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on February 4, 2025 and declared effective on February 11, 2025 (such registration statement, including the documents incorporated by reference therein (the “Registration Statement”)) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, by the Company of up to $210,000,000 of shares of common stock, par value $0.001 per share, of the Company that may be issued and sold pursuant to the At Market Issuance Sales Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of January 26, 2021, as amended by that certain Letter Agreement, dated August 18, 2021 and amended further by that certain Letter Agreement, dated February 12, 2025 (the “Sales Agreement,” and such shares, the “Placement Shares”).
In rendering the opinions expressed below, we have reviewed originals or copies of the following documents (the “Opinion Documents”):
| | a. | The Certificate of Incorporation and the Amended and Restated Bylaws of the Company, in each case, as amended through the date hereof (the “Governing Documents”); |
| | c. | The Registration Statement; |
| | d. | The Prospectus Supplement, dated February 12, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act; and |
| | e. | Such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below. |
In our review of the Opinion Documents, we have assumed:
| | a. | The genuineness of all signatures; |
| | b. | The authenticity of the originals of the documents submitted to us; |
| | c. | The conformity to authentic originals of all documents submitted to us as copies; and |
| | d. | As to matters of fact, the truthfulness of the representations made in the Opinion Documents, and in certificates of public officials and officers of the Company. |
We have also assumed that the Placement Shares, when issued, will be issued in accordance with and not in violation of any terms and conditions established by the Board of Directors or any committee thereof in the resolutions adopted by the Board of Directors or any such committee thereof with respect to the issuance of the Placement Shares (such approvals are referred to hereinafter as the “Corporate Approvals”).
We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Placement Shares have been duly authorized for issuance by the Company, and when issued and delivered by the Company pursuant to the Sales Agreement in the manner described in the Registration Statement and the Prospectus Supplement, and in accordance with the Corporate Approvals, will be validly issued, fully paid and non-assessable.
This opinion letter is limited to the General Corporation Law of the State of Delaware and we do not express any opinion herein concerning any other law.
This opinion letter is delivered to you in connection with the filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.
This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter and which might affect the opinions expressed herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Allen Overy Shearman Sterling US LLP
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CMF
