EX-5.1 2 dtocu-20230331xex5d1.htm EXHIBIT-5.1

Exhibit 5.1

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June 14, 2023

Digital Transformation Opportunities Corp.

10250 Constellation Court, Suite 23126

Los Angeles, CA 90067

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Digital Transformation Opportunities Corp, a Delaware corporation (the Company), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the Commission), pursuant to the Securities Act of 1933, as amended (the Securities Act), of the Registration Statement on Form S-4 of the Company (as amended, the Registration Statement), including a related prospectus filed with the Registration Statement (the Prospectus), relating to the proposed issuance of up to 1,236,480 shares of Class A common stock, par value $0.0001 per share (the Exchange Shares), of the Company in exchange for all of the outstanding Class B-1 units of American Oncology Network, LLC (the Exchange Offer).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion letter, we have examined and relied upon the Registration Statement and the Prospectus, the Companys Certificate of Incorporation, as amended, the Companys Bylaws, and a certificate of the Secretary of State of the State of Delaware certifying as to the formation and good standing of the Company under the laws of the State of Delaware as of June 14, 2023 (the Good Standing Certificate), as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the legal capacity, competency and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such originals are authentic and complete; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally or in writing, except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct on and as of the date hereof; and (viii) that there has not been nor will there be any change in

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Digital Transformation Opportunities Corp

June 14, 2023

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the good standing status of the Company from that reported in the Good Standing Certificate. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company.

Based upon the foregoing, and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.The Exchange Shares have been duly authorized by all necessary corporate action on the part of the Company.

2.When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act;, and (ii) the Exchange Shares have been issued and delivered in accordance with the terms of the Exchange Offer as contemplated in the Prospectus, the Exchange Shares will be validly issued, fully paid and non-assessable, provided that the consideration therefor is not less than $0.0001 per Exchange Share.

Without limiting any of the other limitations, exceptions, assumptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware as in effect on the date hereof. 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.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter. This opinion letter is rendered solely in connection with the offering of the Exchange Shares. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus under the heading Legal Matters. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Paul Hastings LLP