Exhibit 5.1
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DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121-2133
T: (858) 677-1400
F: (858) 677-1401
www.dlapiper.com
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March 3, 2025
Quantum-Si Incorporated
29 Business Park Drive
Branford, CT 06405
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Re:
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Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Quantum-Si Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8
(the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of an aggregate of 9,675,630 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), including: (i) 6,675,630 shares of Class A Common Stock that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”)
and (ii) 3,000,000 shares of Class A Common Stock that may be issued pursuant to the Company’s 2023 Inducement Equity Incentive Plan, as amended (the “2023 Plan,” and together with the 2021 Plan, the “Plans”).
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We express no opinion concerning any law other than the corporation laws of the State of Delaware and the
federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the Shares which may be issued under the Plans are duly authorized shares of the Company’s Class A Common Stock, and, when issued against receipt of the
consideration therefore in accordance with the provisions of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are 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.
Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, or the Registration Statement.
This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any fact, circumstance, event or development that may hereafter be brought to our attention whether or not such occurrence would alter, affect or modify
the opinion expressed herein.
Very truly yours,
/s/ DLA Piper LLP (US)
DLA Piper LLP (US)