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 Munich
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June 18, 2025 Chicago Riyadh
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Caris Life Sciences, Inc. Düsseldorf San Francisco
750 W. John Carpenter Freeway Frankfurt Seoul
Suite 800 Hamburg Silicon Valley
Irving, TX 75039 Hong Kong Singapore
  Houston Tel Aviv
  London Tokyo
  Los Angeles Washington, D.C.
  Madrid  

 

Re: Registration Statement on Form S-8

 

To the addressee set forth above:

 

We have acted as special counsel to Caris Life Sciences, Inc., a Texas corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 41,557,116 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), which may be issued pursuant to the Company’s Amended and Restated 2020 Incentive Plan (the “2020 Plan”), 2025 Incentive Award Plan (the “2025 Plan”) and Employee Stock Purchase Plan (the “ESPP,” and together with, the 2020 Plan and the 2025 Plan, the “Plans”). 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 Business Organizations Code of the State of Texas, 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 of not less than par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements 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 non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Business Organizations Code of the State of Texas.

 

 

 

 

June 18, 2025

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.

 

  Sincerely,
   
  /s/ Latham & Watkins LLP