Exhibit 5.1
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June 4, 2025 |
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Global Crossing Airlines Group Inc. 4200 NW 36th Street Building 5A Miami International Airport Miami, Florida 33166
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Re: Registration Statement on Form S-8 |
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Ladies and Gentlemen:
We have acted as counsel to Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), in connection with a 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”), relating to the proposed sale by the Company of up to 3,940,000 shares of common stock, $0.001 par value per share (the “Plan Common Stock”), that are reserved for issuance in the aggregate pursuant to the Company’s Amended Incentive Stock Option Plan (the “Option Plan”), Global Crossing Airlines Group Inc. Amended Restricted Share Unit Plan (the “RSU Plan”), and the Global Crossing Airlines Group Inc. Amended Performance Share Unit Plan (the “PSU Plan” and together with the Option Plan and the RSU Plans, the “Plans”).
In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Plan Common Stock. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the shares of Plan Common Stock have been duly authorized and when the shares of Plan Common Stock have been duly issued and delivered pursuant to the terms of the Plans, as applicable, such shares of Plan Common Stock will be validly issued, fully paid and non-assessable.
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, other than as expressly stated herein. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. We express no opinion as to the applicability or compliance with or effect of federal law or the law of any other jurisdiction other than the Delaware General Corporation Law. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
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