Exhibit 5.1
September 26, 2024
Piedmont Lithium Inc.
42 E Catawba Street
Belmont, NC 28012
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Piedmont Lithium Inc. Common Stock Offering Registration Statement on Form S-3 (File No. 333-282115)
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-282115 (as amended from time to time prior to the date hereof, the “Registration Statement”), of Piedmont Lithium Inc., a Delaware corporation (the “Company”),
filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus and prospectus supplement with respect thereto, dated September 26, 2024 and September 26, 2024, respectively, in connection with the offering by
the Company from time to time pursuant to Rule 415 under the Securities Act of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price to the public of up to $50,000,000 (the “Shares”). The Shares will be issued pursuant to that certain At Market Issuance Sales Agreement dated as of May 24, 2024 (the “Sales Agreement”) between the Company and B. Riley Securities, Inc.
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and
complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth
below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when
the Shares have been issued and delivered in accordance with the Sales Agreement for the consideration provided for therein, such Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is subject to the following exceptions, qualifications, limitations and assumptions:
Piedmont Lithium Inc.
September 26, 2024
Page 2
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A. |
The effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.
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B. |
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this
opinion in the event of future changes in such laws or the interpretations thereof or such facts.
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C. |
All offers and sales of the Shares will (i) comply with the minimum offering price limitation and (ii) be completed on or prior to the “ATM Expiration Date,” each as
set forth in the authorization of the offering and sale of the Shares by the Company’s Board of Directors.
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We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption
“Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP