Exhibit 5.1

 

						Goodwin Procter LLP 3 Embarcadero Center San Francisco, CA 94111   goodwinlaw.com +1 (415) 733-6000

September 15, 2022

Celularity Inc.

170 Park Ave

Florham Park, New Jersey

 

Re:	Securities Being Registered under Registration Statement on Form S-3

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-266786) (as amended or supplemented, the “Registration Statement”) filed on August 11, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Celularity Inc., a Delaware corporation (the “Company”), of up to $450,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on August 18, 2022. Reference is made to our opinion letter dated August 11, 2022 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on September 15, 2022 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $40,000,000 of shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) covered by the Registration Statement. The Shares are being offered and sold to an investor named in, and pursuant to, a pre-paid advance agreement by and between the Company and such investor.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the floor price set forth in the pre-paid advance agreement (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon when issued and paid for in accordance with the terms of the pre-paid advance agreement, will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not 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 thereunder.