exhibit51

Exhibits 5.1 and 23.2

OPINION OF DAVIS

POLK & WARDWELL LLP

August 9, 2023

Vaxxinity,

Inc.

505 Odyssey Way

Merritt Island, Florida 32953

Ladies and Gentlemen:

Vaxxinity,

Inc., a Delaware corporation (the “

Company

”), is filing with the Securities and Exchange

Commission a Registration Statement on Form S-3 (the

“

Registration Statement

”) for the purpose of

registering under the Securities Act of 1933, as amended (the

“

Securities Act

”), (a) shares of Class A

common stock, par value $0.0001 per share (the “

Class A Common Stock

”), of the Company,

including

shares of Class A Common Stock having an aggregate

offering price of up to $100,000,000 (such

of Class A Common Stock, the “

Offered Shares

”) from time to time through Jefferies

LLC pursuant to the

Open Market Sale Agreement dated August 9, 2023 (the “

Sales Agreement

”) among the Company and

Jefferies LLC (the “

Sales Agent

”); (b) shares of preferred stock, par value $0.0001 per share

(the

“

Preferred Stock

”), of the Company; (c) the Company’s

debt securities (collectively,

the “

Debt

Securities

”), which may be issued pursuant to an indenture,

between the Company and a trustee to be

named therein, as trustee (the “

Trustee

”) (the “

Indenture

”); (d) warrants of the Company (the

“

Warrants

”), which may be issued under one or more warrant agreements

(each, a “

Warrant

Agreement

”) to be entered into between the Company and the

warrant agent to be named therein (the

“

Warrant Agent

”); (e) subscription rights (the “

Subscription Rights

”), which may be issued under one or

more subscription rights agreements (each, a “

Subscription Rights Agreement

”) to be entered into

between the Company and the subscription agent to be

named therein (the “

Purchase Contract Agent

”);

and (f) units (the “

Units

”) to be issued under one or more unit agreements

to be entered into among the

Company, a bank

or trust company,

as unit agent (the “

Unit Agent

”), and the holders from time to time of

the Units (each such unit agreement, a “

Unit Agreement

”).

We, as your counsel, have examined originals or copies

of such documents, corporate records,

certificates of public officials and other instruments as

we have deemed necessary or advisable for the

purpose of rendering this opinion.

In rendering the opinions expressed herein, we have,

without independent inquiry or investigation,

assumed that (i) all documents submitted to us as originals

are authentic and complete, (ii) all documents

submitted to us as copies conform to authentic, complete originals,

(iii) all documents filed as exhibits to

the Registration Statement that have not been executed will conform

to the forms thereof, (iv) all

signatures on all documents that we reviewed are genuine,

(v) all natural persons executing documents

had and have the legal capacity to do so, (vi) all statements

in certificates of public officials and officers

the Company that we reviewed were and are accurate and (vii)

all representations made by the Company

as to matters of fact in the documents that we reviewed

were and are accurate.

Based upon the foregoing, and subject to the additional assumptions

and qualifications set forth below,

we advise you that, in our opinion:

Assuming the terms of any sales of Offered Shares

pursuant to the Sales Agreement are

approved by the Company’s board of directors

or a properly constituted and authorized

committee thereof (or any of them delegates such approval to

officers and such terms are

approved by such officers), the Offered

Shares have been duly authorized and, when

issued and delivered to and paid for by the Sales Agent

pursuant to the Sales

Agreement, will be validly issued, fully paid and non-assessable.

When the necessary corporate action on the part of the

Company has been taken to

authorize the issuance and sale of shares of Class A Common

Stock (other than the

Offered Shares) proposed to be sold by the Company,

and when such shares of Class A

Common Stock are issued and delivered in accordance with the

applicable underwriting

or other agreement against payment therefor (in excess

of par value thereof) or upon

conversion or exercise of any security offered under

the Registration Statement (the

“

Offered Security

”), in accordance with the terms of such Offered

Security or the

instrument governing such Offered Security

providing for such conversion or exercise as

approved by the Board of Directors of the Company,

for the consideration approved by

such Board of Directors (which consideration is not less

than the par value of the Class A

Common Stock), such shares of Class A Common Stock

will be validly issued, fully-paid

and non-assessable.

Upon designation of the relative rights, preferences and limitations

of any series of

Preferred Stock by the Board of Directors of the Company

and the proper filing with the

Secretary of State of the State of Delaware of a Certificate

of Designation relating to such

series of Preferred Stock, all necessary corporate action on

the part of the Company will

have been taken to authorize the issuance and sale of

such series of Preferred Stock

proposed to be sold by the Company,

and when such shares of Preferred Stock are

issued and delivered in accordance with the applicable underwriting

or other agreement

against payment therefor (in excess of par value thereof),

such shares of Preferred Stock

will be validly issued, fully paid and non-assessable.

When the Indenture and any supplemental indenture to

be entered into in connection with

the issuance of any Debt Securities have been duly authorized,

executed and delivered

by the Trustees

and the Company; the specific terms of a particular series

of Debt

Securities have been duly authorized and established

in accordance with the Indenture;

and such Debt Securities have been duly authorized,

executed, authenticated, issued

and delivered in accordance with the Indenture and the applicable

underwriting or other

agreement against payment therefor,

such Debt Securities will constitute valid and

binding obligations of the Company,

enforceable in accordance with their terms, subject

to applicable bankruptcy,

insolvency and similar laws affecting creditors’

rights generally,

concepts of reasonableness and equitable principles of general

applicability, provided

that we express no opinion as to (w) the enforceability

of any waiver of rights under any

usury or stay law, (x)

the effect of fraudulent conveyance, fraudulent transfer

or similar

provision of applicable law on the conclusions expressed above

or (y) the validity,

legally

binding effect or enforceability of any section of the

Indenture that requires or relates to

adjustments to the conversion rate at a rate or in an amount

that a court would determine

in the circumstances under applicable law to be commercially

unreasonable or a penalty

or forfeiture or (z) the validity,

legally binding effect or enforceability of any provision

that

permits holders to collect any portion of stated principal amount

upon acceleration of the

Debt Securities to the extent determined to constitute unearned

interest.

When the Warrant Agreement to be entered

into in connection with the issuance of any

Warrants has been duly authorized, executed

and delivered by the Warrant

Agent and

the Company; the specific terms of the Warrants

have been duly authorized and

established in accordance with the Warrant

Agreement; and such Warrants have

been

duly authorized, executed, issued and delivered in accordance

with the Warrant

Agreement and the applicable underwriting or other agreement

against payment therefor,

such Warrants will constitute valid and

binding obligations of the Company,

enforceable

in accordance with their terms, subject to applicable bankruptcy,

insolvency and similar

laws affecting creditors’

rights generally,

concepts of reasonableness and equitable

principles of general applicability,

and may be subject to possible judicial or regulatory

actions giving effect to governmental actions or foreign

laws affecting creditors’

rights.

When the Subscription Rights Agreement to be entered

into in connection with the

issuance of any Subscription Rights has been duly authorized,

executed and delivered by

the Subscription Agent and the Company; the specific

terms of the Subscription Rights

have been duly authorized and established in accordance with

the Subscription Rights

Agreement; and such Subscription Rights have been duly

authorized, executed, issued

and delivered in accordance with the Subscription Rights

Agreement and the applicable

underwriting or other agreement against payment therefor,

such Subscription Rights will

constitute valid and binding obligations of the Company,

enforceable in accordance with

their terms, subject to applicable bankruptcy,

insolvency and similar laws affecting

creditors’ rights generally,

concepts of reasonableness and equitable principles of

general applicability,

and may be subject to possible judicial or regulatory actions

giving

effect to governmental actions or foreign laws affecting

creditors’

rights.

When the Unit Agreement to be entered into in connection with

the issuance of any Units

has been duly authorized, executed and delivered by the Unit

Agent and the Company;

the specific terms of the Units have been duly authorized and

established in accordance

with the Unit Agreement; and such Units have been duly

authorized, executed, issued

and delivered in accordance with the Unit Agreement and the

applicable underwriting or

other agreement against payment therefor,

such Units will constitute valid and binding

obligations of the Company,

enforceable in accordance with their terms, subject to

applicable bankruptcy,

insolvency and similar laws affecting creditors’

rights generally,

concepts of reasonableness and equitable principles of general

applicability, and

may be

subject to possible judicial or regulatory actions giving

effect to governmental actions or

foreign laws affecting creditors’

rights.

In connection with the opinions expressed above, we have

assumed that, at or prior to the time of the

delivery of any such security,

(i) the Board of Directors of the Company shall have

duly established the

terms of such security and duly authorized the issuance

and sale of such security and such authorization

shall not have been modified or rescinded; (ii) the Company

shall remain validly existing as a corporation

in good standing under the laws of the State of Delaware

;

(iii) the Registration Statement shall have been

declared effective and such effectiveness

shall not have been terminated or rescinded; (iv)

the Indenture,

the Debt Securities, the Warrant Agreement,

the Subscription Rights Agreement and the Unit Agreement

are each valid, binding and enforceable agreements of

each party thereto (other than as expressly

covered above in respect of the Company); and (v) there

shall not have occurred any change in law

affecting the validity

or enforceability of such security.

We have also assumed that (i) the terms of any

security whose terms are established subsequent to the

date hereof and the issuance, execution, delivery

and performance by the Company of any such security

(a) require no action by or in respect of, or filing

with, any governmental body,

agency or official and (b) do not contravene,

or constitute a default under,

any provision of applicable law or public policy or regulation or any

judgment, injunction, order or decree

or any agreement or other instrument binding upon the

Company and (ii) any Warrant

Agreement,

Subscription Rights Agreement and Unit Agreement

will be governed by the laws of the State of New

York.

We are members of the Bar of the State of New

York

and the foregoing opinion is limited to the laws of

the State of New York

and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion

as an exhibit to the Registration Statement referred to

above and further consent to the reference to our name

under the caption “Legal Matters” in the

prospectus, which is a part of the Registration Statement.

In giving this consent, we do not admit that we

are in the category of persons whose consent is required

under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP