ASTR Astra Space Inc

Exhibit 5.1

October 2, 2023

Astra Space, Inc.

1900 Skyhawk Street

Alameda, CA 94501

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Astra Space, Inc., a Delaware corporation (the “Company”), in connection with the registration and issuance of 3,708,520 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) pursuant to: (a) that certain Settlement Agreement and General Release (the “Settlement Agreement”) dated as of August 14, 2023, as amended by that certain Amendment to Settlement Agreement and General Release dated as of October 2, 2023 (the “Amendment”), each entered into by and between the Company and Fortis Advisors, LLC (the “Representative”), acting solely in its capacity as representative of certain converting holders (the “Investors”) as specified in that certain Agreement and Plan of Merger, dated June 5, 2021, among the Company, Apollo Fusion, Inc. (“Apollo”), Artemis First Merger Sub, Inc., Apollo Fusion, LLC and the Representative, pursuant to which the Company acquired Apollo; and (b) the Company’s Registration Statement on Form S-3 (File No. 333-271589) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”) on May 2, 2023, as amended by Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, filed with the Commission on May 4, 2023, as further amended by Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3, filed with the Commission on May 8, 2023, and declared effective by the Commission on May 16, 2023 (the “Registration Statement”), and the prospectus dated May 16, 2023, and forming a part of the Registration Statement with respect to the offer and sale of the Shares, which was included as part of the Registration Statement at the time it became effective on May 16, 2023 (such prospectus, including the documents specifically or deemed to be incorporated therein, the “Base Prospectus”).

In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (a) the Second Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof, together with all amendments thereto adopted through the date hereof as filed in and certified by the office of the Delaware Secretary of State as of September 15, 2023 (b) the Amended and Restated Bylaws of the Company, as in effect on the date hereof, (c) the Registration Statement, the Base Prospectus, the prospectus supplement dated and filed with the Commission on October 2, 2023 pursuant to Rule 424(b) promulgated under the Securities Act (such prospectus supplement including the documents specifically or deemed to be incorporated therein, individually and collectively the “Prospectus Supplement”), (d) the Settlement Agreement, (e) the Amendment, (f) the resolutions of the Board of Directors of the Company relating to, among other matters, the filing of the Prospectus Supplement and the issuance of the Shares; and (g) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the

33 South 6^th Street  Suite 3800  Minneapolis, MN 55402

612.260.9000  612.260.9080 Fax  cozen.com

Astra Space, Inc.

October 2, 2023

Page 2

originals of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, and subject to the qualifications expressed herein, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and upon issuance and delivery by the Company in the manner contemplated by the Settlement Agreement and the Amendment, the Shares will be validly issued, fully paid and non-assessable.

We are opining herein as to the General Corporation Law of the State of Delaware, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

This opinion is for your benefit in connection with the Registration Statement, the Base Prospectus and the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is limited to the matters stated herein, and no opinion may be implied or inferred beyond the matters expressly stated in this opinion letter.

This opinion letter is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K/A to be filed on October 2, 2023 by the Company and incorporated by reference in the Registration Statement and to the reference to our firm’s name under the heading “Legal Matters” in the Prospectus Supplement. 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 the rules and regulations of the Commission thereunder.

Very truly yours,

COZEN O’CONNOR

/s/ Cozen O’Connor

Exhibit 10.1

AMENDMENT TO

SETTLEMENT AGREEMENT AND GENERAL RELEASE

THIS AMENDMENT (“Amendment”) is dated as of October 2, 2023 (“Amendment Date”) and is entered into by and between ASTRA SPACE, INC., a Delaware corporation (“Astra”) and FORTIS ADVISORS, LLC, a Delaware limited liability company (“Fortis”), acting solely in its capacity as Holders’ Representative on behalf of the Converting Holders, and amends that certain SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Settlement Agreement”) dated as of August 14, 2023 (the “Effective Date”). Astra and Fortis may be referred to as the “Parties”, or each individually as “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Settlement Agreement.

RECITALS

A.  WHEREAS, pursuant to the Settlement Agreement, Astra has the option to pay to the Converting Holders, in Astra’s discretion, either: (i) a cash payment in the amount of $2.0 million in immediately available funds, plus that number of immediately freely tradeable shares of Class A Common Stock, rounded up to the nearest whole share, determined by dividing $8.0 million by the 10-day volume weighted average price of the Class A Common Stock as calculated in accordance with the Settlement Agreement; or (ii) a cash payment of $7.0 million.

B.  WHEREAS, Astra has elected to satisfy its obligations under the Settlement Agreement by making a cash payment in the amount of $2.0 million in immediately available funds, plus that number of immediately freely tradeable shares of Class A Common Stock, rounded up to the nearest whole share, determined by dividing $8.0 million by the 10-day volume weighted average price (“VWAP”) of the Class A Common Stock as calculated in accordance with the Settlement Agreement.

C.  WHEREAS, Astra and Fortis have agreed that the VWAP is $1.9235 and that the number of shares of Class A Common Stock Astra is obligated to issue and distribute to the Converting Holders is 4,159,085 shares.

D.  WHEREAS, because Astra believes that the issuance of 4,159,085 of Class A Common Stock under the Settlement Agreement may violate Nasdaq Listing Rule 5635(d) (the “Listing Rule”) without prior stockholder approval or the issuance by Nasdaq of an exception to the Listing Rule, Astra and Forits have agreed to this Amendment whereby Astra will: (1) pay the full $2.0 million in cash and issue and distribute 3,708,520 shares on October 2, 2023, and (2) defer the issuance of the shares that exceed the number permitted to be issued in accordance with the Listing Rule for up to sixty (60) days from the Amendment Date while the Company seeks stockholder approval or an exception to the Listing Rule, with interest accruing on the value of such excess shares at an annual rate of 6% from the Amendment Date.

AGREEMENT

In consideration of the above recitals, which are mutually agreed and incorporated into this Agreement by this reference, as well as the promises and covenants below, and for other valuable consideration, the receipt and sufficiency which the Parties acknowledge, the Parties agree as follows:

1.  Cash Payment. On October 2, 2023, Astra shall pay or cause to be paid to either Acquiom Financial LLC, as Paying Agent for the Converting Holders, or to certain Converting Holders directly, the cash amount of $2.0 million in immediately available funds, to be allocated and distributed in accordance with the instructions provided to Astra by Fortis.

2.  Immediate Issuance of Shares. On October 2, 2023, Astra will deliver instructions to its stock transfer agent causing such stock transfer agent to issue and deliver 3,708,520 freely tradeable, registered shares of Class A Common Stock to the Converting Holders, to be allocated and distributed in accordance with the instructions provided by Fortis.

3.  Stockholder Approval or Listing Rule Exception. Within sixty (60) days from the Amendment Date, Astra will take steps necessary to obtain stockholder approval (and/or such other corporate approval as may be required) or an exception to the Listing Rule to permit Astra to issue and deliver that number of additional immediately freely tradeable shares, rounded up to the nearest whole share, of Astra Class A common stock determined by dividing (1) the Excess Share Dollar Amount (as defined below) by (2) the 10-Day VWAP (the number of freely tradeable, registered shares of Astra Class A common stock determined by dividing (1) by (2) being referred to as the “Additional Shares”). On or before such sixty (60) day deadline from the Amendment Date, Astra shall issue the Additional Shares to the Converting Holders, to be allocated and distributed in accordance with the instructions provided by Fortis.

4.  Excess Share Dollar Amount. The “Excess Share Dollar Amount” shall be Eight Hundred Sixty Six Thousand, Six Hundred Sixty One Dollars and Seventy Eight Cents ($866,661.78), plus interest from the Amendment Date, calculated on a daily basis based on thirty day months and the actual number of days elapsed, at the annual rate of six percent (6%).

5.  Calculation of 10-Day VWAP. As used herein, the term “10-Day VWAP” means the volume weighted average price of the shares of Astra Class A Common Stock traded on the Nasdaq Capital Market, or any other national securities exchange on which the shares of common stock are then traded, for the ten (10) trading days ending on the second trading day immediately preceding the date of determination of the 10-Day VWAP, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of the Astra Class A Common Stock in the over-the-counter market on the electronic bulletin board for such shares during the foregoing specified period, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for the Astra Class A Common Stock by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for the foregoing period as reported by OTC Markets Group Inc. If the 10-Day VWAP cannot be calculated for the Astra Class A Common Stock on any of the foregoing bases, the 10-Day VWAP of such security shall be determined based upon the mutual agreement of the Parties.

6.  Effectiveness of Release. The releases provided for in the Settlement Agreement shall become effective only upon the full performance of all of Astra’s obligations in accordance with the Settlement Agreement and this Amendment, including the issuance and delivery of the Additional Shares.

7.  General Provisions. Except as expressly amended by this Amendment, all other terms and conditions of the Settlement Agreement remain in full force and effect. The general and miscellaneous provisions of the Settlement Agreement are incorporated into this Amendment by this reference, including without limitation, governing law, forum selection and consent to jurisdiction and the waiver of jury trial.

[Remainder of page intentionally left blank; signature page follows]

2

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

3