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Exhibit 5.1

910 LOUISIANA HOUSTON, TEXAS 77002-4995   TEL   +1 713.229.1234 FAX  +1 713.229.1522 BakerBotts.com

AUSTIN BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON

MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON

January 28, 2021

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Dream Finders Homes, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 9,100,000 shares (the “Shares”) of Class A common stock, par value $0.01 per share, of the Company, issuable pursuant to the Dream Finders Homes, Inc. 2021 Equity Incentive Plan (the “Plan”), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

 

 In our capacity as your counsel in the connection referred to above and as a basis for the opinions hereinafter expressed, we have examined (i) the Amended and Restated Certificate of Incorporation of the Company filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on January 25, 2021 (the “Form 8-K”), (ii) the Amended and Restated Bylaws of the Company filed as an exhibit to the Form 8-K, (iii) the Plan, (iv) originals, or copies certified or otherwise identified, of the corporate records of the Company, (v) certificates of public officials and of representatives of the Company, (vi) the Registration Statement and (vii) statutes and other instruments and documents as we have deemed necessary or advisable for purposes of this opinion letter.

In connection with the opinions hereinafter expressed, we have assumed that (i) the Shares will be issued in the manner stated in the Registration Statement; (ii) the consideration received by the Company for the Shares will not be less than the par value of the Shares; and (iii) at or prior to the time of the delivery of any Shares, the Registration Statement will be effective under the Securities Act.

In addition, in giving the opinions hereinafter expressed, we have relied, to the extent we deemed proper, without independent investigation, upon certificates, statements and other representations of officers and other representatives of the Company and of governmental and public officials with respect to the accuracy and completeness of the material factual matters contained therein or covered thereby, and we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof, that such original copies are authentic and complete and that all information submitted to us was accurate and complete.

Dream Finders Homes, Inc.

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January 28, 2021

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that following due authorization of a particular award as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors of the Company or a duly constituted and acting committee thereof as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

The opinions set forth above is limited in all respects to matters of the General Corporation Law of the State of Delaware, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws as in effect on the date hereof. We express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

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