Exhibit 5.1
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111 South Wacker Drive
Chicago, IL 60606 Telephone: 312-443-0700 Fax: 312-443-0336 www.lockelord.com |
October 26, 2023
Abacus Life,
Inc.
2101 Park Center Drive, Suite 170
Orlando, Florida
32835
Ladies and Gentlemen:
We have acted as counsel to
Abacus Life, Inc., a Delaware corporation (the Company), in connection with the filing of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the registration, offering, issuance and sale under the Securities Act of up to 3,164,991 shares of the
Companys common stock, par value $0.0001 per share (the Common Stock) issuable under the Abacus Life, Inc. 2023 Long-Term Equity Incentive Plan (the Plan).
In connection with this opinion, we have examined and relied upon: (a) the Registration Statement, (b) the Companys certificate of
incorporation and bylaws, each as currently in effect, (c) the Plan and (d) 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 opinion expressed below (collectively, the Documents). In our examination we have assumed (without any independent investigation) the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of originals of such copies and the authenticity of
telegraphic or telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon (without any independent investigation) certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or its representatives or officers.
Our opinions expressed below are also subject to the
effect of: (a) bankruptcy, insolvency, reorganization, receivership, moratorium, avoidance, arrangement and other laws affecting contractholders rights generally (including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances, fraudulent transfers and preferential transfers); (b) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality
(regardless of whether the applicable agreements are considered in a proceeding in equity or at law) and the discretion of the court before which proceedings thereof may be brought; and (c) generally applicable rules of law that limit or affect
the enforceability of provisions that purport to waive or require waiver of (or that otherwise purport to have the effect of waiving) procedural, judicial or substantive rights or defenses.
Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock issuable pursuant to the Registration Statement and the Plan
have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, the shares of Common Stock issued thereunder will be validly issued, fully paid and nonassessable.