April 28, 2025
Spire Global, Inc.
8000 Towers Crescent Drive, Suite 1100
Vienna, Virginia 22182
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Spire Global, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) being filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the registration of the resale from time to time by certain selling stockholders named therein (the “Selling Stockholders”), of up to (i) an aggregate of 4,843,750 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), that are issued and outstanding and are currently held by the Selling Stockholders (the “Shares”) and (ii) 156,250 shares of Common Stock that are issuable from time to time upon the exercise of pre-funded warrants (the “Warrants”) currently held by a Selling Stockholder (such shares of Common Stock underlying the Warrants, the “Warrant Shares”). The Shares and the Warrants were issued to the Selling Stockholders pursuant to that certain securities purchase agreement, dated March 12, 2025, between the Company and the Selling Stockholders (the “Purchase Agreement”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
For purposes of this opinion letter, we have examined the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended and currently in effect, the Company’s Amended and Restated Bylaws, as currently in effect, an executed copy of the Purchase Agreement and the resolutions of the Company’s Board of Directors authorizing the Purchase Agreement and the issuance of the Shares, the Warrants and the Warrant Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinion hereinafter expressed and have made such examination of statutes and decisions and reviewed such questions of law as we have deemed relevant and necessary in connection with the opinion hereinafter expressed.
As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof. We have assumed, without investigation, the following: (a) the genuineness of signatures, including electronic signatures, appearing upon agreements, instruments, certifications, documents, and proceedings, (b) that each document submitted to us for review is accurate and complete, each such document that is an original is authentic and each such document that is a copy conforms to an authentic original, (c) the legal capacity of natural persons who are involved on behalf of