Exhibit 5.1
Morris,
Nichols, Arsht & Tunnell
llp
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
(302) 658-9200
(302) 658-3989 FAX
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January 8, 2024
WisdomTree Bitcoin Fund
250 West 34th Street, 3rd
Floor
New York, NY 10119
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Re: |
WisdomTree Bitcoin Fund |
Ladies and Gentlemen:
We have acted as
special Delaware counsel to WisdomTree Bitcoin Fund, a Delaware statutory trust (the “Trust”), in connection with
certain matters of Delaware law relating to the issuance of Shares of the Trust (the “Registered Shares”). Capitalized
terms used herein and not otherwise herein defined are used as defined in the Second Amended and Restated Trust Agreement of the
Trust dated as of January 6, 2024 (the “Governing Instrument”).
In rendering this opinion, we have examined and relied on copies of
the following documents, each in the form provided to us: Amendment No. 6 (the “Amendment”) to Registration Statement No.
333-254134 under the Securities Act of 1933 on Form S-1 of the Trust to be filed with the Securities and Exchange Commission on or about
the day hereof; the Certificate of Trust of the Trust (then named WisdomTree Bitcoin Trust) as filed in the Office of the Secretary of
State of the State of Delaware (the “State Office”) on March 8, 2021, as amended by the Certificate of Amendment thereto as
filed in the State Office on December 18, 2023, changing the name of the Trust from “WisdomTree Bitcoin Trust” to “WisdomTree
Bitcoin Fund”; the Governing Instrument; the Written Consent of the Sponsor of the Trust dated as of December 22, 2023 (the “Resolutions”
and together with the Governing Instrument and the Amendment, the “Governing Documents”); a Certificate of the Sponsor of
the Trust dated on or about the date hereof; and a certification of good standing of the Trust obtained as of a recent date from the State
Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents
submitted to us as copies or drafts of documents to be executed, and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing
of each entity that is a signatory to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due adoption, authorization, execution and delivery by, or on behalf of, each of the parties thereto (other
than the Trust) of the above-referenced agreements, instruments, certificates and other documents and of all documents contemplated by
the Governing Documents to be executed by investors desiring to become Shareholders; (iii) that the activities of the Trust have been
and will be conducted in accordance with the terms of the Governing Instrument and the Delaware Statutory Trust Act, 12 Del. C.
§§ 3801 et seq.; (iv) that appropriate notation of the names and addresses of, the number of the Shares held by,
and the consideration paid by, Shareholders will be maintained in the appropriate registers and other books and records of the Trust in
connection with the issuance or transfer of Shares; (v) that the required consideration for the Shares is paid in accordance with the
terms, conditions, requirements and procedures set forth in the Governing Documents and that the Shares are otherwise issued in accordance
with the terms, conditions, requirements and procedures set forth in the Governing Documents and the Delaware Act; (vi) the due execution
and delivery by the Sponsor of each of the above-referenced agreements, instruments, certificates and other documents executed by the
Sponsor on behalf of the Trust; and (vii) that each of the documents examined by us is in full force and effect, expresses the entire
understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified,
except as herein referenced. We have not reviewed any documents other than those identified above in connection with this opinion, and
we have assumed that there are no documents, facts or circumstances that are contrary to, or inconsistent with the opinions expressed
herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky
laws. Further, we express no opinion on the sufficiency or accuracy of any registration or offering documentation relating to the Trust
or the Shares. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.
WisdomTree Bitcoin Fund
January 8, 2024
Page 2
Based on and subject to
the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that the Registered Shares, when issued in accordance
with the terms, conditions, requirements and procedures set forth in the Governing Documents, will constitute legally issued, fully paid
and non-assessable shares of beneficial interest in the Trust.
We hereby consent to the
filing of a copy of this opinion with the Securities and Exchange Commission as an exhibit to the Amendment. In giving this consent,
we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the
date hereof and is based on our understandings and assumptions as to present facts, and on the application of Delaware law as the same
exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of
any person or entity (including any Shareholder) with respect to any facts or circumstances that may hereafter come to our attention
or any changes in facts or law that may hereafter occur or take effect. This opinion is intended solely for the benefit of the Trust
and the Shareholders in connection with the matters contemplated hereby and may not be relied upon by any other person or entity, or
for any other purpose, without our prior written consent.
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Sincerely, |
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MORRIS, NICHOLS, ARSHT & TUNNELL LLP |
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/s/ David A. Harris |
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David A. Harris |