EX-5.1


		Exhibit 5.1

Rupa Briggs

+1 212 479 6525

rbriggs@cooley.com

August 11, 2022

Rigetti Computing, Inc.

775 Heinz Avenue

Berkeley, CA, 94710

Re: Rigetti Computing, Inc. – Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Rigetti Computing, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus included in the Registration Statement (the “Prospectus”), covering the registration of the resale of up to 1,000,000 shares (the “Stockholder Shares”) of common stock, $0.0001 par value per share (“Common Stock”), of the Company by the selling stockholder identified in the Registration Statement (the “Selling Stockholder”). The Stockholder Shares consist of (i) 500,000 shares of Common Stock that are currently outstanding and (ii) up to 500,000 shares of Common Stock (the “Warrant Shares”) issuable pursuant to the warrant described in the Registration Statement (the “Warrant”), which was issued pursuant to the Warrant Subscription Agreement, dated as of October 6, 2021, by and between Rigetti Holdings, Inc. and the Selling Stockholder (the “Subscription Agreement”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Warrant, (d) the Subscription Agreement, and (e) originals or copies certified to our satisfaction of such opinions, records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

With respect to the Warrant Shares, we express no opinion to the extent that future issuances of securities of the Company and/or antidilution adjustments to outstanding securities of the Company, including the Warrant, cause the number of shares of Common Stock issuable upon exercise of the Warrant to be greater than the number of shares of Common Stock then available for issuance under the then effective certificate of incorporation of the Company. Further, we have assumed the exercise price of the Warrant will not be adjusted to an amount below the par value per share of the Common Stock.