EX-5.1

Exhibit 5.1

Goodwin Procter LLP

Three Embarcadero Center

San Francisco, CA 94111

goodwinlaw.com

+1 415 733 6000

April 1, 2022

Celularity Inc.

170 Park Ave

Florham Park, New Jersey 07932

Re: Securities Registered under Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of the Post-Effective Amendment No.1 to Registration Statement on Form S-1 (File No. 333-258600) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by Celularity Inc., a Delaware corporation (the “Company”) of (i) the offer and sale from time to time by the selling securityholders listed in the Registration Statement under “Selling Securityholders” (the “Selling Securityholders”) of up to 118,113,973 shares (the “Selling Securityholder Shares”) of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company, (ii) the offer and sale from time to time by the Selling Securityholders of 8,499,999 warrants (the “Resale Warrants”) to acquire shares of Common Stock, (iii) the issuance by the Company of 22,874,999 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of Resale Warrants and certain other warrants of the Company (together with the Resale Warrants, the “Warrants”) and (iv) the offer and sale from time to time by the Selling Securityholders of up to 11,744,882 shares of Common Stock (the “Option Shares”) issuable upon the exercise of certain outstanding options of the Company (the “Options”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth in numbered paragraph 3, we have assumed that before the Warrant Shares and Option Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Warrant Shares and Option Shares.

The opinions set forth below are limited to the Delaware General Corporation Law and, with regard to numbered paragraph 2 below, New York law.

Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

1.	The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and nonassessable.

2.	The Resale Warrants constitute valid and binding obligations of the Company.

3.	The Warrant Shares or the Option Shares, when issued upon exercise of the Warrants or the Options in accordance with the terms of the Warrants or the Options, as the case may be, will have been duly authorized and validly issued and will be fully paid and nonassessable.