October 10, 2025
Board of Directors
flyExclusive, Inc.
2860 Jetport Road
Kinston, North Carolina 28504
Gentlemen:
We have acted as counsel to flyExclusive, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to (a) the issuance of up to an aggregate of 845,400 shares (the “Conversion Shares”) of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), upon the conversion of outstanding shares of the Company’s Non-Voting Convertible Series B Preferred Stock (the “Series B Preferred Stock”), (b) the issuance of up to an aggregate of 1,268,100 shares of Class A Common Stock (the “Warrant Shares”) upon the exercise of warrants issued by the Company in March 2025 with an exercise price of $0.01 per share (the “Warrants”), and (c) the resale of up to 2,000,000 shares of Class A Common Stock issued privately in March 2025 (the “Class A Shares”). The Conversion Shares, the Warrant Shares and the Class A Shares are referred to collectively as the “Shares.”
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
In connection with the foregoing, we have relied upon, among other things, our examination of such documents, records of the Company and certificates of its officers and public officials as we deemed necessary for purposes of the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.
In connection with our opinions expressed below, we have assumed that, at or prior to the time of the issuance, if not already outstanding, and the delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act, and the Shares will have been registered under the Securities Act pursuant to the Registration Statement and that such registration will not have been modified or rescinded, that no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued in connection with the Registration Statement, and that there will not have occurred any change in law affecting the validity of the issuance or resale, as applicable, of the Shares.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, the Class A Shares are validly issued, fully paid and non-assessable, and, assuming conversion of the Series B Preferred in accordance with its terms and the exercise of the Warrants in accordance with their terms, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and non-assessable.