Exhibit 5.1

 

ATTORNEYS AT LAW

 

One INDEPENDENT DRIVE

JACKSONVILLE, FLORIDA 32202

904.359.2000 TEL

904.359.8700 FAX

www.foley.com

 

  September 27, 2024

 

Stryve Foods, Inc.

Post Office Box 864

Frisco, TX 75034

 

Ladies and Gentlemen:

 

We have acted as counsel to Stryve Foods, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offering and sale, through or to Roth Capital Partners, LLC (the “Underwriter”), of (i) shares of Class A common stock, $0.0001 par value (“Class A Common Stock”), of the Company having an aggregate offering price of up to $17.0 million (the “Primary Shares”); (ii) at the option of the Underwriter, up to an aggregate of $2.5 million additional shares of Class A Common Stock (the “Option Shares,” and together with the Primary Shares, the “Shares”); (iii) up to $17.0 million of Pre-Funded Warrants to purchase shares of Class A Common Stock (the “Pre-Funded Warrants”) issuable in lieu of Shares (at the election of investors); (iv) up to $2.2 million of Underwriter’s Warrants to purchase shares of Class A Common Stock (the “Underwriter Warrants,” and together with the Pre-Funded Warrants, the “Warrants”); and (v) shares of Class A Common Stock issuable upon exercise of the Pre-Funded Warrants and Underwriter Warrants (the “Warrant Shares,” and together with the Shares, the Pre-Funded Warrants, the Underwriter Warrants, the “Securities”). The Securities are being registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-282043), initially filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2024 (as amended, the “Registration Statement”).

 

In connection with our representation, we have examined: (i) the Registration Statement, (ii) First Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof, (iii) the Bylaws of the Company, as amended and (iv) the proceedings and actions taken by the Board of Directors of the Company to authorize and approve the transactions contemplated by the Registration Statement. We have also considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as we have deemed appropriate as a basis for the opinions set forth below. In our examination of the above-referenced documents, we have assumed the genuineness of all electronic and manual signatures (including, without limitation, signatures delivered via electronic signature systems such as DocuSign, SecureDocs, or comparable electronic signature methods or systems), the authenticity of all documents, certificates, and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

 

AUSTIN

Boston

CHICAGO

dallas

DENVER

DETROIT

houston

JACKSONVILLE

LOS ANGELES

MADISON

MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

 

 

 

 

The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, the federal laws of the United States, and, with respect to the Warrants constituting binding obligations of the Company enforceable in accordance with their terms, the laws of the State of New York, as amended, and we express no opinion as to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that:

 

1. Upon the issuance of the Shares and the receipt by the Company of the consideration for the Shares as set forth in the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.

 

2. The Warrants, when issued and sold in accordance with the Registration Statement and duly executed and delivered by the Company, will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws related to or affecting creditors’ rights and to general equity principles.

 

3. The Warrant Shares, when issued and paid for upon the exercise of the Warrants, and in accordance with the provisions thereof, will be validly issued, fully paid and nonassessable.

 

This opinion is issued as of the date hereof, and we assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our Firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

 

  Very truly yours,
   
  /s/ Foley & Lardner LLP
   
  Foley & Lardner LLP