Exhibit 5.1
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99 Bishopsgate London EC2M 3XF
United Kingdom
Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
www.lw.com |
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FIRM / AFFILIATE OFFICES |
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March 6, 2024 |
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Austin Beijing Boston
Brussels Century City
Chicago Dubai
Düsseldorf Frankfurt
Hamburg Hong Kong
Houston London
Los Angeles Madrid |
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Milan Munich New York
Orange County Paris
Riyadh San Diego
San Francisco Seoul
Silicon Valley Singapore
Tel Aviv Tokyo
Washington, D.C. |
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Cipher Mining Inc.
1 Vanderbilt
Avenue, Floor 54, Suite C
New York, New York 10017
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Re: |
Registration Statement on Form S-3; Shares of Common Stock, par
value $0.001 per share, having an aggregate offering price of up to $296,560,661 |
To the addressee set forth above:
We have acted as special counsel to Cipher Mining Inc., a Delaware corporation (the Company), in connection with the sale through Cantor Fitzgerald & Co. (Cantor), Canaccord Genuity LLC (Canaccord), Compass Point Research & Trading, LLC
(Compass Point), Needham & Company, LLC (Needham), Stifel, Nicolaus & Company, Incorporated (Stifel) and Virtu Americas LLC
(Virtu) as the sales agents from time to time by the Company of shares (the Shares) of common stock of the Company, par value $0.001 per share (the Common Stock), having
an aggregate offering price of up to $296,560,661, to be issued pursuant to (i) a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the
Commission) on September 21, 2022 (the Registration Statement), (ii) the base prospectus included in the Registration Statement (the Base Prospectus), (iii) a
prospectus supplement filed with the Commission on August 3, 2023 (the Prospectus Supplement), (iv) an amendment to the Prospectus Supplement to be filed with the Commission on or about the date hereof (the
Prospectus Supplement Amendment and, together with the Base Prospectus and the Prospectus Supplement, the Prospectus) and (v) that certain Controlled Equity Offering Sales Agreement, dated as
of August 3, 2023, as amended by Amendment No. 1 to the Controlled Equity Offering Sales Agreement, dated as of March 6, 2024, by and among the Company, Cantor, Canaccord, Compass Point, Needham, Stifel and Virtu (the
Sales Agreement).
Latham & Watkins is the business
name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the
partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, or managers authorised by the SRA. We
are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.