Exhibit 5.1

 

	1271 Avenue of the Americas
	New York, New York  10020-1401
	Tel: +1.212.906.1200  Fax: +1.212.751.4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
September 21, 2021	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
Evolv Technologies Holdings, Inc.	Hong Kong	Shanghai
500 Totten Pond Road, 4th Floor	Houston	Silicon Valley
Waltham, Massachusetts 02451	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Evolv Technologies Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of (i) up to 43,700,000 shares of common stock of the Company, $0.0001 par value per share (the “Shares”), issuable under the Evolv Technologies Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”), (ii) up to 7,800,000 Shares issuable under the Evolv Technologies Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and (iii) up to 24,590,869 Shares issuable under the Evolv Technologies, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan” and, together with the 2021 Plan and the ESPP, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 21, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

September 21, 2021

Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.