EX-5.1

Exhibit 5.1

Goodwin Procter LLP

Three Embarcadero Center
San Francisco, CA 94111

goodwinlaw.com
+1 415 733 6000

May 11, 2022

Celularity Inc.

170 Park Avenue

Florham Park, NJ 07932

Re:

Securities Registered under Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Celularity Inc., a Delaware corporation (the “Company”) of up to 12,113,763 units (the “Units”) consisting of (a) up to 12,113,763 shares (the “Unit Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), including shares of Common Stock purchasable by the underwriters upon exercise of an over-allotment option granted to the underwriters by the Company and (b) accompanying warrants to purchase up to 12,113,763 shares of Common Stock (the “Unit Warrants” and each share of Common Stock underlying a Unit Warrant, a “Unit Warrant Share”) including Unit Warrants purchasable by the underwriters upon exercise of an over-allotment option granted to the underwriters by the Company, and (c) an aggregate up to 12,113,763 Unit Warrant Shares issuable upon exercise of the Unit Warrants. The Units are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”). The Company is also registering warrants to purchase up to 121,137 shares of Common Stock to be issued to the underwriters as additional compensation pursuant to the Underwriting Agreement (the “Underwriters’ Warrant” and together with the Warrants, the “Warrants”), as well as the 121,137 shares of Common Stock issuable upon exercise of the Underwriters’ Warrant (the “Underwriters’ Warrant Shares” and together with the Unit Warrant Shares, the “Warrant Shares”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth in numbered paragraph 5, we have assumed that before the Warrant Shares are issued, the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Warrant Shares.

For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that each of the Units and the Warrants, and the Underwriting Agreement and warrant agreements, will be governed by the law of New York.

The opinions in numbered paragraphs 2 and 5 set forth below are limited to the Delaware General Corporation Law and the opinions in numbered paragraphs 1, 3 and 4, as to the Units and the Warrants constituting valid and binding obligations of the Company, are limited to the law of New York.

Based on the foregoing, we are of the opinion that:

1. When the Units are delivered and paid for in accordance with the Underwriting Agreement, the Units will be valid and binding obligations of the Company.