Exhibit 5.1
787 Seventh Avenue, 31st Floor | New York, New York 10019 | T 212.513.3200 | F .212.385.9010
Holland & Knight LLP | www.hklaw.com
December 5, 2025
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
| Re: | Atlas Critical Minerals Corporation |
Ladies and Gentlemen:
We have acted as counsel to Atlas Critical Minerals Corporation, a Republic of the Marshall Islands corporation (the “Company”), in connection with the Company’s registration statement on Form F-1 (File No. 333-290242) (such registration statement as amended or supplemented from time to time, the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof, relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of (i) up to $9,200,000 of shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) and (ii) shares of Common Stock issuable upon exercise of the warrants (the “Representative’s Warrants”) to purchase shares of Common Stock of the Company to be issued to the representative of the several Underwriters (the “Representative’s Warrant Shares”). The Shares, Representative’s Warrant and the Representative’s Warrant Shares are collectively referred to as the “Securities.” The Securities are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and A.G.P./Alliance Global Partners and Banco Bradesco BBI S.A., as representatives of the several underwriters named on Schedule 1 attached to the Underwriting Agreement (the “Underwriters”). The form of Underwriting Agreement has been filed as Exhibit 1.1 to the Registration Statement.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company included in the Registration Statement (the “Prospectus”); and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
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| 2. | The Representative’s Warrant Shares have been duly authorized for issuance and, when issued and sold by the Company and delivered by the Company and upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement, the Underwriting Agreement and the Representative’s Warrants, will be validly issued, fully paid and non-assessable. |
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that:
| 1. | The Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable. |
This opinion is limited to the laws of the Republic of the Marshall Islands as in effect on the date hereof and we express no opinion with respect to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement or Prospectus.
Very truly yours,
/s/ Holland & Knight LLP