Form 8-K Gevo, Inc. For: Sep 09

September 9, 2021 7:12 AM EDT

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Exhibit 5.1




September 9, 2021


Gevo, Inc.

345 Inverness Drive South

Building C, Suite 310

Englewood, Colorado 80112



Gevo, Inc. - Registration Statement on Form S-3 (File No. 333-252229)


Ladies and Gentlemen:


We have acted as counsel to Gevo, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale from time to time of up to $500,000,000 of shares of common stock of the Company, $0.01 par value per share (the “Shares”), pursuant to the At-The-Market Offering Agreement, dated February 13, 2018, as amended on June 20, 2018, June 25, 2018, June 28, 2018, August 15, 2019, December 30, 2020 and as further amended on September 9, 2021 (as amended, the “Sales Agreement”), between the Company and H.C. Wainwright & Co., LLC. The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-252229), which became effective upon its filing with the Securities and Exchange Commission (the “Commission”) on January 19, 2021 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and the base prospectus filed as part of the Registration Statement, and the related prospectus supplement dated September 9, 2021 (collectively, the “Prospectus”).


We have examined the Registration Statement, the Prospectus, the Sales Agreement and such documents and records of the Company and other documents as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.


Based upon the foregoing, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, upon (i) the due execution by the Company and registration by its registrar of the Shares, (ii) the offering and sale of the Shares in accordance with the Sales Agreement and the Prospectus, and (iii) receipt by the Company of the consideration therefor in accordance with the terms of the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to us under the headings “Legal Matters” in the Prospectus. 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 Securities Act or related rules and regulations of the Commission issued thereunder.



Very truly yours,







Exhibit 10.1



September 9, 2021



Gevo, Inc.

345 Inverness Drive South

Building C, Suite 310

Englewood, Colorado 80112

Attention: Patrick R. Gruber, Chief Executive Officer


Dear Mr. Gruber:


Reference is made to the At The Market Offering Agreement, dated as of February 13, 2018 and as amended on June 20, 2018, June 25, 2018, June 28, 2018, August 15, 2019 and December 30, 2020 (the “ATM Agreement”), between Gevo, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (the “Amendment”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.


1.       The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.


2.       Section 1 of the ATM Agreement is hereby amended by amending and restating the term “Registration Statement” it its entirety as follows:


““Registration Statement” shall mean, collectively, (i) for the period from February 13, 2018 until August 2, 2019, the shelf registration statement (File Number 333-211370) on Form S-3 that was initially declared effective by the Commission on August 2, 2016 and (ii) for the period from August 15, 2019 until September 8, 2021, the shelf registration statement (File Number 333-226686) on Form S-3 that was declared effective by the Commission on August 28, 2018, and (iii) for the period from September 9, 2021 and thereafter, the automatic shelf registration statement (File Number 333-252229) on Form S-3ASR that was declared effective upon its filing with the Commission on January 19, 2021, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended.”


3.       Section 3(a) of the ATM Agreement is hereby amended by inserting, immediately following the second sentence of Section 3(a), as follows:


“The Company has paid or, prior to any Settlement Date, will have paid the necessary filing fees to the Commission with respect to the Registration Statement.”




4.         The Company and Wainwright hereby agree that the date of this Amendment shall be a Representation Date under the ATM Agreement, pursuant to which the Company shall deliver the deliverables required by Sections 4(k) and 4(l) of the ATM Agreement and a certificate of the Company’s Chief Financial Officer and Chief Accounting Officer in the form of Exhibit A hereto on the date hereof, and the Company shall file a Prospectus Supplement with the Commission on the date hereof. The Company shall deliver to Wainwright the deliverable required by Section 4(m) of the ATM Agreement within five (5) Business Days of the date hereof.


5.         In connection with this Amendment, the Company shall reimburse Wainwright for its expenses in the amount of $50,000, which shall be paid on the date hereof.


6.         Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.


7.         This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.



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In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Wainwright, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.




Very truly yours,





By: /s/ Mark W. Viklund

Name: Mark W. Viklund

Title: Chief Executive Officer




Accepted and Agreed:




By: /s/ Patrick R. Gruber

Name: Patrick R. Gruber

Title: Chief Executive Officer












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