June 1, 2026

AirJoule Technologies Corporation

34361 Innovation Drive

Ronan, Montana 59864

Re: Registration No. 333-291527; 3,658,536 shares of Class A Common Stock, par value $0.0001 per share

To the addressees set forth above:

We have acted as special counsel to AirJoule Technologies Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of 3,658,536 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 November 14, 2025 (Registration No. 333–291527) (as amended, the “Registration Statement”), a base prospectus dated November 21, 2025 included in the Registration Statement (the “Base Prospectus”), and a prospectus supplement dated May 28, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). 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 related Prospectus, other than as expressly stated herein with respect to the issue 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 General Corporation Law of the State of Delaware, 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