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

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Exhibit 5.1

September 9, 2021

Gevo, Inc.

345 Inverness Drive South

Building C, office 310

Englewood, Colorado 80112

D:

Gevo, Inc. – Registration Statement on Form S-3 (File # 333-252229)

Ladies and gentlemen:

We acted as counsel to Gevo, Inc., a Delaware corporation (the “Society“), in connection with the issuance and sale from time to time of up to $ 500,000,000 of common shares of the Company, with a par value of $ 0.01 per share (the”Actions“), in accordance with the Market Offer Agreement, dated February 13, 2018, as amended on June 20, 2018, June 25, 2018, June 28, 2018, August 15, 2019, December 30, 2020 and amended on September 9, 2021 ( as amended, the “Sales agreement”), Between the Company and HC Wainwright & Co., LLC. The shares will be issued in accordance with the company’s registration statement on Form S-3 (file number 333-252229), which came into effect on filing with the Securities and Exchange Commission (the “”Commission“) on January 19, 2021 (the”Declaration of registration“) 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 reviewed the registration statement, the prospectus, the sales contract and the documents and records of the Company and other documents that we have deemed necessary for the purposes of this opinion. In this examination, we assumed the following: (i) the authenticity of the original documents and the authenticity of all signatures; (ii) the conformity with the originals of all documents submitted to us as copies; and (iii) the veracity, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates that we have reviewed.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate actions of the Company and, upon (i) proper execution by the Company and the registration by its registrar of Shares, (ii) the offer and sale of Shares in accordance with the Sale Agreement and the Prospectus, and (iii) receipt by the Company of the consideration pursuant to the terms of the Sale Agreement, the Shares will be validly issued, fully paid up and non-taxable.

We hereby consent to the filing of this notice as Exhibit 5.1 of 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 notice in the registration statement and any modification thereto, including any modifications subsequent to entry into force, and the reference to us under the headings “Legal Matters” in the Prospectus. By giving such consent, we do not thereby admit that we belong to the class of persons whose consent is required under section 7 of the Securities Act or related rules and regulations of the Commission issued under it. -this.

Sincerely yours,

/ s / PERKINS COIE LLP

Exhibit 10.1

September 9, 2021

Gevo, Inc.

345 Inverness Drive South

Building C, office 310

Englewood, Colorado 80112

Attention: Patrick R. Gruber, President and CEO

Dear Mr. Gruber:

Reference is made to the At The Market Offer Agreement, dated 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”Society“) and HC Wainwright & Co., LLC (“Wainwright“). This letter (the “Amendment”) Constitutes an agreement between the Company and Wainwright to modify the ATM Agreement as set forth herein. Defined terms that are used but not defined herein will have the meanings assigned to them in the ATM Agreement.

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

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

“” Declaration of registration”Means, collectively, (i) for the period from February 13, 2018 to August 2, 2019, the shelf registration declaration (file number 333-211370) on the S-3 form which was initially declared in force by the Commission on August 2, 2016 and (ii) for the period August 15, 2019 to September 8, 2021, the pending registration statement (file number 333-226686) on Form S-3 which was declared in effect by the Commission on August 28, 2018, and (iii) for the period of September 9, 2021 and thereafter, the declaration of automatic registration (file number 333-252229) on form S-3ASR which was declared effective during its filing with the Commission on January 19, 2021, including the financial records and statements and any prospectus supplement relating to the Shares which is filed with the Commission in accordance with Rule 424 (b) and deemed to form part of this declaration of registration in accordance with Rule 430B, as amended e on each Effective Date and, in the event of its modification becomes effective active, also designates this registration statement thus modified.

3. Section 3 (a) of the ATM Agreement is hereby amended by inserting, immediately after 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 performance date under the ATM Agreement, under which the Company will deliver the deliverables required by Sections 4 (k) and 4 ( l) of the ATM agreement and a certificate from the financial director and the accounting director of the Company in the form of Exhibit A hereof as of the date hereof, and the Company will file a prospectus supplement with the Commission on the date hereof. The Company will deliver the deliverable required by Section 4 (m) of the ATM Agreement to Wainwright within five (5) Business Days of the date hereof.

5. As part of this amendment, the Company will reimburse Wainwright for its expenses in the amount of $ 50,000, which will be paid as of the date hereof.

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

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

[remainder of page intentionally left blank]

Acknowledging that the foregoing correctly sets out the agreement entered into by the Company and Wainwright, please sign in the space provided below, after which such amendment will constitute a binding amendment to the ATM Agreement on the date stated above.

Sincerely yours,

HC WAINWRIGHT & CO., LLC

Through: / s / Mark W. Viklund

Name: Mark W. Viklund

Title: Chairman and CEO

Accepted and accepted:

GEVO, INC.

Through: / s / Patrick R. Gruber

Name: Patrick R. Gruber

Title: Chairman and CEO

[SIGNATURE PAGE TO GEVO AMENDMENT TO ATM AGREEMENT]

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