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 | Exhibit 5.1 |
July 14, 2026
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
Ladies and Gentlemen:
We have acted as special counsel to Rocket
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in
connection with the Registration Statement on Form S-8 filed by the Company on
the date hereof (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “Securities Act”), and the rules and regulations
promulgated thereunder, for the registration of an aggregate of 6,997,632
shares (collectively, the “Shares” and each, a “Share”) of Common
Stock, par value $0.01 per share, of the Company (“Common Stock”),
issuable pursuant to (a) the Second Amended and Restated
Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan (the “Plan”),
which includes (i) 4,332,791 shares of Common Stock resulting from the Annual
Increase (as defined in the Plan) effective January 1, 2026 and (ii) 2,280,987
shares of Common Stock underlying Awards (as defined the Plan) that were
satisfied without the issuance of Stock (as defined in the Plan) or otherwise
terminated (other than by exercise), in each case, pursuant to Section 3(a) of
the Plan, and (b) 383,854 shares of Common Stock underlying the
Non-Qualified Stock Option Agreement For Employees Under Rocket
Pharmaceuticals, Inc. Amended and Restated 2014 Stock Option and Incentive Plan
in favor of Syed Rizvi having a grant date of October 6, 2025 (the “Rizvi Option
Agreement”). This opinion letter is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
For purposes of rendering our opinion below, we have
reviewed: (i) the Registration Statement; (ii) the Seventh Amended and Restated
Certificate of Incorporation of the Company as filed with the Secretary of
State of the State of Delaware (the “Secretary of State”) on February
23, 2015, as amended by the Certificate of Amendment of Seventh Amended and
Restated Certificate of Incorporation of the Company as filed with the
Secretary of State on January 4, 2018, the Certificate of Amendment of Seventh
Amended and Restated Certificate of Incorporation of the Company as also filed
with the Secretary of State on January 4, 2018, the Certificate of Amendment of
Seventh Amended and Restated Certificate of Incorporation of the Company as
filed with the Secretary of State on June 25, 2018, the Certificate of Change
of Registered Agent and/or Registered Office of the Company as filed with the
Secretary of State on August 25, 2022, and the Certificate of Amendment of
Seventh Amended and Restated Certificate of Incorporation of the Company as
filed with the Secretary of State on June 20, 2024 (as so amended, the “Certificate
of Incorporation”); (iii) the Amended and Restated Bylaws of the Company
adopted effective as of March 29, 2018; (iv) resolutions adopted by the Board
of Directors of the Company (the “Board of Directors”) on March 29, 2018
relating to the Plan; (v) the minutes of the annual meeting of stockholders of
the Company held on June 25, 2018 at which the stockholders of the Company
approved the Plan; (vi) the Unanimous Written Consent in Lieu of a Meeting of
the Compensation Committee of the Board of Directors effective as of October 6,
2025 relating to the Rizvi Option Agreement; (vii) the Compensation Committee
Charter adopted November 18, 2014; (viii) the Plan; (ix) the Rizvi Option
Agreement; and (x)
a certificate of an officer of the Company with respect to the documents
described in the foregoing clauses (i) through (ix) and certain other factual matters.
Rocket Pharmaceuticals, Inc.
July 14, 2026
Page 2
For purposes of rendering our opinion below, we have
not reviewed any document other than the documents listed in clauses (i)
through (x) above (collectively, the “Reviewed
Documents” and each, a “Reviewed Document”) and assume there exists
no provision in any document relating to the matters covered by our opinion
below that we have not reviewed that is inconsistent with the Reviewed
Documents or our opinion below. We have conducted no independent factual
investigation of our own but rather have relied on the Reviewed Documents, the
statements and information set forth therein, and the additional matters
recited or assumed herein, all of which we assume to be true, complete, and
accurate in all respects.
For purposes of this opinion letter, we have made
assumptions that are customary in opinion letters of this kind, including the
assumptions that: (a) each of the Reviewed Documents is accurate and complete;
(b) each of the Reviewed Documents that is an original is authentic; (c) each
of the Reviewed Documents that is a copy conforms to an authentic original; (d)
each
signature on each of the Reviewed Documents is
genuine and, as applicable, constitutes an “electronic
signature” (within the meaning of Section 116(a)(2) of the
General Corporation Law of the State of Delaware (the “DGCL”));
and (e) there are no documents other than those referenced in this opinion
letter that could affect the opinion expressed in this opinion letter and no
amendments, modifications, or waivers of the Reviewed Documents. We have
further assumed: (i) the legal capacity of natural persons, (ii) that each
party to the Reviewed Documents (A) is duly organized, validly existing, and in
good standing under the laws of its organization, (B) has the legal capacity,
power, and authority to execute, deliver, and perform its obligations under the
Reviewed Documents to which it is a party, (C) has taken all action necessary
to duly authorize the execution and delivery of, and the performance of such
party’s obligations under, the Reviewed Documents, and (D) has duly executed
and delivered the Reviewed Documents; (iii) that each of the Reviewed Documents
constitute the legal, valid, and binding obligation of each party thereto,
enforceable against each such party in accordance with their terms; (iv) that
any amendment and/or restatement of any of the Reviewed Documents was
accomplished in accordance with, and was permitted by the relevant provisions
of, such Reviewed Document and applicable law; (v) that the issuance of the
Shares or any rights or options to acquire Shares
will not increase the proportionate share of, or securities
convertible into, Common Stock held by an
“interested stockholder” (within the meaning of Section 203(c) of the DGCL);
and (vi) that the Company is and shall remain at all times a corporation duly
incorporated, validly existing, and in good standing under the laws of the
State of Delaware. We have not verified any of the foregoing assumptions.
In rendering our opinion below, we also have assumed
that: (a) the Company (i) will have sufficient authorized,
unissued, and unreserved shares of Common Stock at the time of each issuance of
a Share or any right or option to acquire a Share, in each case, under the Plan and (ii) had sufficient authorized, unissued, and
unreserved shares of Common Stock at the time of the issuance of the right or
option to acquire the shares of Common Stock underlying the Rizvi Option
Agreement; (b) either (i) upon the issuance of a Share, such Share
will be evidenced by a certificate that has been duly executed and delivered or
(ii) the Board of Directors will have
adopted a resolution providing that all shares of Common Stock shall be
uncertificated in accordance with Section 158 of the DGCL prior to the issuance
of such Share and, within a reasonable time after the issuance or transfer of
such uncertificated Share, the registered owner of such Share will be given
notice in writing or by electronic transmission in compliance with Section
151(f) of the DGCL; (c) the issuance of each Share will be duly recorded in the
Company’s stock ledger upon its issuance; (d) the Plan and each Award
Certificate (as defined in the Plan, approved in accordance with the Plan, and
hereinafter referred to as an “Award Agreement”) constitutes or will
constitute, as applicable, the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms; (e) the Rizvi Option Agreement constitutes the valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms; (f) the Company will receive consideration for
each Share as set forth in the (i) Authorizing
Resolutions (as defined below), which consideration shall be at least equal to
the par value of such share of Common Stock (unless such Share is held in
treasury, in which case, the consideration shall be the amount as set forth in
the Authorizing Resolutions), and in the amount required by the Plan and the
Award Agreement, and (ii) the Rizvi Option Agreement, which consideration
shall be at least equal to the par value of such share of Common Stock (unless
such Share is held in treasury, in which case, the consideration shall be the
amount as set forth in the Rizvi Option Agreement) and in the amount required
by the Plan; (g)
with respect to any Shares issuable upon the exercise of any right or option to
acquire Shares under (i) the Plan, the Company shall have
received the minimum consideration for which such rights or options may be
issued pursuant to the Authorizing Resolutions and the Plan, and (ii) the Rizvi
Option Agreement, the Company received the minimum consideration for which such
rights or options may be issued pursuant to the Rizvi Option Agreement;
and (h)
prior to the issuance of any Shares or any right or option to acquire any
Shares, in each case, under the Plan, the Board of Directors, or a duly
authorized committee or subcommittee thereof, will duly authorize by resolution
each Award (as defined in the Plan) granted under the Plan with respect to
which Shares are issued or issuable pursuant to an Award Agreement and in
accordance with the DGCL and the Plan (the “Authorizing Resolutions”).
We have not verified any of the foregoing assumptions.
Rocket Pharmaceuticals, Inc.
July 14, 2026
Page 3
Our opinion set forth below is limited to the DGCL and
reported judicial decisions interpreting the DGCL. We express no opinion as to
the laws, rules, or regulations of any other jurisdiction, including, without
limitation, the federal laws of the United States of America or any state
securities or blue sky laws. Our opinion set forth below is provided as of the
date hereof, and we undertake no obligation to advise you of any change in any
matter set forth herein.
Based upon and subject to the foregoing and assuming
that the Registration Statement is effective at the time of issuance of the
Shares, it is our opinion that when and if issued pursuant to (a) the terms of the Plan and in
accordance with the Authorizing Resolutions and the applicable Award Agreement or (b) the terms of the Rizvi Option Agreement, as applicable, the
Shares will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion letter
with the SEC as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are experts with respect to any part
of the Registration Statement within the meaning of the term “expert” as used
in Section 11 of the Securities Act or the rules and regulations promulgated
thereunder by the SEC, nor do we admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the SEC promulgated thereunder.
| | Yours truly, |
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| | /s/ K&L Gates LLP |
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| | K&L Gates LLP |