Exhibit 5.1
December 23, 2025
Board of Directors
Nuburu, Inc.
44 Cook Street, Suite 100
Denver, CO 80206
Ladies and Gentlemen:
We have acted as counsel to Nuburu, Inc. (the “Company”), a Delaware corporation, in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the resale by YA II PN, LTD (“Yorkville”) of up to 230,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the exercise of (i) warrants to purchase up to an aggregate of 80,000,000 shares of Common Stock for an exercise price of $0.01 per share, (ii) warrants to purchase up to an aggregate of 100,000,000 shares of Common Stock for an exercise price of $0.25 per share, (iii) warrants to purchase up to an aggregate of 25,000,000 shares of Common Stock for an exercise price of $0.375, and (iv) warrants to purchase up to an aggregate of 25,000,000 shares of Common Stock for an exercise price of $0.47 (collectively, the “Warrants”), which were issued to Yorkville pursuant to a securities purchase agreement, dated as of December 13, 2025, by and between the Company and Yorkville (the “Purchase Agreement”).
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the Registration Statement, and no opinion is expressed or may be implied herein as to any matter pertaining to the contents of the Registration Statement other than as to the valid issuance of the Shares.
As the basis for the opinion hereinafter expressed, we have reviewed originals or copies of the following:
A. an executed copy of the Registration Statement and the related prospectuses;
B. the Amended and Restated Certificate of Incorporation of the Company, as amended, and as currently in effect;
C. the Amended and Restated Bylaws of the Company, as amended, and as currently in effect;
D. the Purchase Agreement and the Warrants (the “Transaction Documents”);
E. a certificate of good standing covering the Company, issued by the Secretary of State of the State of Delaware as of a recent date (the “Good Standing Certificate”); and
F. such resolutions, records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
We have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We have assumed for purposes of this opinion: (a) information contained in documents reviewed by us is true, complete and correct; (b) the genuineness and authenticity of all signatures on original documents; (c) the accuracy and completeness of all documents delivered to us and the authenticity of all documents submitted to us as originals; (d) the conformity to originals of all documents submitted to us as copies; (e) the accuracy, completeness and authenticity of certificates of public officials; (f) the legal capacity of all natural persons; and (g) the due authorization, execution and delivery of all documents by parties other than the Company.