Exhibit 5.1

WILSON
SONSINI WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
12235 EL CAMINO REAL
SAN DIEGO, CA 92130-3002
O: 858-350-2300
F: 858-350-2399

June 20, 2024

ImmunityBio, Inc.

3530 John Hopkins Court

San Diego, California 92121

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by ImmunityBio, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of an aggregate of 19,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, to be issued under the ImmunityBio, Inc. 2015 Equity Incentive Plan, as amended, and forms of agreements thereunder (the “Plan”).

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid, and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation