Exhibit 5.1

	Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com

October 14, 2021

MoneyLion Inc.
30 West 21st Street
9th Floor
New York, NY 10010

Ladies and Gentlemen:

MoneyLion Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) the issuance of up to an aggregate of 25,600,000 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company, which consists of (a) 17,500,000 shares (the “Public Warrant Shares”) of Common Stock issuable upon the exercise of 17,500,000 warrants to purchase shares of Common Stock (the “Public Warrants”) originally issued in the initial public offering of the Company, and (b) 8,100,000 shares (the “Private Placement Warrant Shares”) of Common Stock issuable upon the exercise of 8,100,000 warrants to purchase shares of Common Stock (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) originally issued in a private placement in connection with the initial public offering of the Company and (ii) the resale by the selling securityholders named in the Prospectus, or their permitted transferees, of up to (a) 162,003,771 shares of Common Stock, consisting of 153,903,771 issued and outstanding shares of Common Stock (the “Secondary Shares”) and 8,100,000 Private Placement Warrant Shares and (b) 8,100,000 Private Placement Warrants.

The Warrants were issued pursuant to the Warrant Agreement (the “Warrant Agreement”), dated June 25, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. The Public Warrants were sold pursuant to an effective registration statement and the Underwriting Agreement (the “Underwriting Agreement”) dated June 25, 2020 between the Company and the representatives of the underwriters thereunder. The Private Placement Warrants were sold pursuant to the Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”), dated June 25, 2020, between the Company and the other parties thereto.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR’) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:

In connection with the opinions expressed above, we have assumed that the Underwriting Agreement, the Warrant Agreement, the Public Warrants, the Private Placement Warrants Purchase Agreement and the Private Placement Warrants (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We express no opinion as to whether a New York State or United States federal court would enforce the exclusivity of the jurisdiction of any New York State or United States federal court provided for in the Documents.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP