Attached files

file filename
S-1/A - S-1/A - ALKAMI TECHNOLOGY, INC.d70489ds1a.htm
EX-23.3 - EX-23.3 - ALKAMI TECHNOLOGY, INC.d70489dex233.htm
EX-23.2 - EX-23.2 - ALKAMI TECHNOLOGY, INC.d70489dex232.htm

Exhibit 5.1

 

     140 Scott Drive   
     Menlo Park, California 94025
     Tel: +1.650.328.4600 Fax: +1.650.463.2600
     www.lw.com   
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FIRM / AFFILIATE OFFICES

     Beijing    Moscow
     Boston    Munich
     Brussels    New York
     Century City    Orange County
     Chicago    Paris
     Dubai    Riyadh
     Düsseldorf    San Diego
     Frankfurt    San Francisco
     Hamburg    Seoul
     Hong Kong    Shanghai
April 12, 2021      Houston    Silicon Valley
     London    Singapore
     Los Angeles    Tokyo
Alkami Technology, Inc.      Madrid    Washington, D.C.
5601 Granite Parkway, Suite 120      Milan   
Plano, Texas 75024        

 

           Re:   

Registration Statement on Form S-1 (Registration No. 333-254108)

Ladies and Gentlemen:

We have acted as special counsel to Alkami Technology, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 10,717,857 shares of common stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2021 (Registration No. 333-254108) (as amended, the “Registration Statement”). 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 (the “Prospectus”), other than as expressly stated herein with respect to the issue of the 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 General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, upon the proper filing of the Amended and Restated Certificate of Incorporation of the Company, substantially in the form most recently filed as an exhibit to the Registration Statement, with the Secretary of State of the State of Delaware and when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have


April 12, 2021

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been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

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 in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. 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.

Very truly yours,

/s/ Latham & Watkins LLP