EX-5.1 2 ea025400301ex5-1_bolt.htm OPINION OF LATHAM & WATKINS LLP

Exhibit 5.1

 

  650 Town Center Drive, 20th Floor
  Costa Mesa, California 92626-1925
  Tel: +1.714.540.1235 Fax: +1.714.755.8290
  www.lw.com
   
  FIRM / AFFILIATE OFFICES
  Austin Milan
  Beijing Munich
  Boston New York
August 22, 2025 Brussels Orange County
  Chicago Paris
Bolt Projects Holdings, Inc. Dubai Riyadh
2261 Market Street, Suite 5447  Düsseldorf San Diego
San Francisco, California 94114  Frankfurt San Francisco
  Hamburg Seoul
  Hong Kong Silicon Valley
  Houston Singapore
  London Tel Aviv
  Los Angeles Tokyo
  Madrid Washington, D.C.

 

Re:Bolt Projects Holdings, Inc. – Registration Statement on Form S-1

 

To the addressee set forth above:

 

We have acted as special counsel to Bolt Projects Holdings, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration of up to 913,979 shares of common stock, par value $0.0001 per share of the Company (“common stock”), to be offered and sold from time to time by certain registered holders named in the Registration Statement (the “Selling Stockholders”), consisting of (i) 518,817 shares of common stock outstanding (the “Resale Shares”); and (ii) up to 395,162 shares of common stock (the “Warrant Shares”) issuable upon the exercise of pre-funded warrants held by the Selling Stockholders (the “Warrants”).

 

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 or prospectus supplement (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issue of the Resale Shares and the Warrant 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 the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1. The Resale Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

 

 

 

August 22, 2025

Page 2

 

 

2. When the Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Warrant holders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the Warrant Shares will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

  Sincerely,
   
  /s/ Latham & Watkins LLP