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Exhibit 5.1

 

 

330 North Wabash Avenue

Suite 2800

Chicago, Illinois 60611

Tel: +1.312.876.7700 Fax: +1.312.993.9767

www.lw.com

FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

Boston New York

Brussels Orange County

Chicago Paris

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Düsseldorf San Diego

Frankfurt San Francisco

Hamburg Seoul

Hong Kong Silicon Valley

Houston Singapore

London Tel Aviv

Los Angeles Tokyo

Madrid Washington, D.C.

 

 

 

 

 

October 16, 2026

 

WhiteHawk Minerals Corp.

2000 Market Street, Suite 910

Philadelphia, PA 19103

 

 

 

 

 

Re: WhiteHawk Minerals Corp. – Registration Statement on Form S-1

 

To the addressees set forth above:

 

We have acted as special counsel to WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of the offer and sale from time to time of 2,873,563 outstanding shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company, in each case, by the selling securityholders named in 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 or prospectus supplement (collectively, the “Prospectus”) other than as expressly stated herein with respect to the issue of the Shares.

 

 

October 16, 2026

Page 2

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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 (the “DGCL”) 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, the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

 

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 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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