MultiSensor AI (MSAI) S-1/AIPO registration (amended)

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Exhibit 5.1

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June 17, 2024

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MultiSensor AI Holdings, Inc.

2105 West Cardinal Drive

Beaumont, Texas 77705

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Re:          Registration Statement on Form S-1

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Ladies and Gentlemen:

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We have acted as counsel to MultiSensor AI Holdings, Inc. a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 17, 2024. The Registration Statement relates to the offer and sale of up to $11,500,000 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) up to $10,000,000 of Common Stock being offered (the “Offering Shares”), and (ii) up to $1,500,000 of Common Stock representing the underwriters’ option to purchase additional shares (the “Overallotment Shares”) to cover over-allotments. The Offering Shares and the Overallotment Shares are collectively referred to herein as the “Securities.”

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In connection with our opinion, we have examined (i) the Second Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.1 to the Registration Statement, as filed with the Secretary of State of the State of Delaware on December 19, 2023; (ii) the Amended and Restated Bylaws of the Company in the form filed as Exhibit 3.3 to the Registration Statement, as filed with the Commission on December 21, 2023; (iii) the Form of Underwriting Agreement, in the form filed as Exhibit 1.1 to the Registration Statement; and (iv) the Registration Statement, including the exhibits thereto, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

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Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Securities have been duly authorized, and when issued as described in the Registration Statement will be duly and validly issued, fully paid and non-assessable

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The foregoing opinions are limited to the General Corporation Law of the State of Delaware, including all Delaware statutes and all Delaware court decisions that affect the interpretation of such General Corporation Law, as of the date hereof.

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The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this

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opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.

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We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of this firm’s name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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Very truly yours,

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/s/ ArentFox Schiff LLP