Exhibit 5.1
| 650 Town Center Drive, 20th Floor | ||||
| Costa Mesa, California 92626-1925 | ||||
| Tel: +1.714.540.1235 Fax: +1.714.755.8290 | ||||
| www.lw.com | ||||
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FIRM / AFFILIATE OFFICES
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| Austin | Milan | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Chicago | Paris | |||
| Dubai | Riyadh | |||
| January 13, 2026 | Düsseldorf | San Diego | ||
| Frankfurt | San Francisco | |||
| Hamburg | Seoul | |||
| Hong Kong | Silicon Valley | |||
| Houston | Singapore | |||
| Offerpad Solutions Inc. | London | Tel Aviv | ||
| 433 S. Farmer Avenue, Suite 500 | Los Angeles | Tokyo | ||
| Tempe, Arizona 85281 | Madrid | Washington, D.C. | ||
Re: Registration Statement on Form S-3 (No. 333-270994)
To the addressee set forth above:
We have acted as special counsel to Offerpad Solutions Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 10,000,000 shares of Class A common stock, $0.0001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2023 (Registration No. 333–270994) (the “Registration Statement”) and are being offered pursuant to a base prospectus dated April 26, 2023 (the “Base Prospectus”) and a prospectus supplement dated January 11, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to a securities purchase agreement dated January 11, 2026 between the Company and the purchasers named therein (the “Purchase Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
