Exhibit 5.1

 

  Corso Matteotti 22
  20121 Milan
  Italy
  Tel: +39.02.3046.2000 Fax: +39.02.3046.2001
  www.lw.com

 

  FIRM / AFFILIATE OFFICES
  Austin Milan
  Beijing Munich
  Boston New York
  Brussels Orange County
Milan,          , 2026 Chicago Paris
  Dubai Riyadh
  Düsseldorf San Diego
Bending Spoons S.p.A. Frankfurt San Francisco
Via Nino Bonnet, 10 Hamburg Seoul
Milan (MI) Hong Kong Silicon Valley
Italy Houston Singapore
  London Tel Aviv
  Los Angeles Tokyo
  Madrid Washington, D.C.

 

Re: Bending Spoons S.p.A.

 

Ladies and Gentlemen:

 

We have acted as Italian counsel to Bending Spoons S.p.A. (the “Company”), an Italian joint stock company (società per azioni) organized under the laws of Italy, with registered office in Milan (MI), via Nino Bonnet 10, in connection with the registration statement on Form F-1 filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under United States Securities Act of 1933, as amended (the “Act”), relating to the offering of ordinary shares of the Company, with no par value (the “Shares”), by the Company and certain existing shareholders of the Company (the “Selling Shareholders”).

 

This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the SEC and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the Act.

 

We have examined and relied on such corporate records, certificates and other documents solely in relation to the Company made available to us as we have deemed necessary or appropriate for the purposes of this opinion, including the certificate of registration (certificato di iscrizione e vigenza) of the Company filed with the Chamber of Commerce (Camera di Commercio Industria Artigianato e Agricoltura) of Milan, Monza, Brianza and Lodi dated          , 2026 and the results of electronic queries relating to the Company issued by the Chamber of Commerce (Camera di Commercio Industria Artigianato e Agricoltura) of Milan, Monza, Brianza and Lodi dated     , 2026.

 

Assumptions

 

The opinions in this letter have been made on the basis of the following assumptions:

 

a)the genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

 

b)the truthfulness, accuracy, completeness and reliability of any statements, of any directors, officers, employees and or representatives of the Company, certifying or disclosing or otherwise dealing with any matter or fact which is material to the opinions expressed herein;

 

Latham & Watkins operates as a limited liability partnership worldwide with an affiliated limited liability partnership conducting the practice in the United Kingdom and a fixed base in Italy: Corso Matteotti 22, 20121 Milano. P.iva 05831460968.

 

 

 

 

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c)the deed of incorporation (atto costitutivo) and the bylaws (statuto) of the Company provided to us, that we have examined for the purpose of this opinion, are true and up-to-date and have not been revoked, varied or amended;

 

d)there has been no alteration in the status or condition of the Company as revealed by the certificate of registration (certificato di iscrizione e vigenza) issued by, and the results of the electronic queries made with, the Chamber of Commerce of Milan (Camera di Commercio Industria Artigianato e Agricoltura) of Milan, Monza, Brianza and Lodi referred to above.

 

Opinions

 

We have not investigated the laws of any country other than the Republic of Italy and we assume that no foreign law affects any of the opinions stated below.

 

We express no opinion as to matters of fact and we have not been responsible for investigating or verifying the accuracy of facts, except as otherwise stated herein.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares to be offered by the Company and the Selling Shareholders have been duly authorized and, when issued in accordance with the relevant resolutions of the Company (i.e., extraordinary shareholder meeting of the Company held on June 6, 2026) and fully paid, will be validly issued, fully paid and non-assessable.

 

Reservations

 

The opinions expressed above are subject to the following reservations:

 

a)the opinions expressed herein are based on our best interpretation and analysis of the relevant legal or contractual provision and of the rules of interpretation applicable to contracts and legal matters normally applicable in the Republic of Italy;

 

b)an Italian Court or arbitration panel may (1) refuse to recognize a foreign judgment if such recognition is deemed to be contrary to public policy and (2) refuse to apply the laws of another jurisdiction if any obligation expressed to be governed by the laws of such jurisdiction, or the performance thereof, is deemed to be contrary to public policy or if submission to a foreign law is prejudicial to the application of provisions of Italian law of mandatory application;

 

c)by issuing this opinion, we do not undertake to advise you of any changes of the law or in circumstances that may be brought to our attention after the date hereof;

 

d)Italian legal concepts are expressed in this letter through English terms and not through their original Italian terms. The Italian legal concepts expressed herewith in English may not be identical to the concepts described by the same English terms. Accordingly, this letter may only be relied upon under express condition that any issues of interpretation or liability arising under this letter will be governed by Italian law.

 

This opinion letter speaks as of its day and is addressed solely to you for the matters stated in it.

 

We hereby consent to the filing of this opinion letter as an exhibit to the F-1 and further consent to the reference to our name under the caption “Legal Matters” in the prospectus relating to the Shares. 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.

 

Yours faithfully

 

LATHAM & WATKINS LLP