Exhibit 5.1
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125 Broad Street
LOS ANGELES • PALO ALTO • WASHINGTON, D.C.
BRUSSELS • FRANKFURT • LONDON • PARIS
BEIJING • HONG KONG • TOKYO
MELBOURNE • SYDNEY | |
December 10, 2025
Bakkt Holdings, Inc.,
One Liberty Plaza,
One Liberty Street, Suite 305-306,
New York, New York, 10006.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of 7,140,808 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Bakkt Holdings, Inc., a Delaware corporation (the “Company”), issuable upon the exercise of an aggregate of 7,140,808 warrants issued by the Company (the “Warrants” and, such shares of Class A Common Stock issuable upon exercise of the Warrants, the “Securities”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that when the registration statement relating to the Securities (the “Registration Statement”) has become effective under the Act and the Securities have been duly issued upon the exercise of the Warrants in accordance with the terms thereof, the Securities will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.