Re: Registration Statement on Form S-8

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by LENZ Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,651,888 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”), consisting of (i) 1,376,574 shares of Common Stock reserved for future issuance under the Company’s 2024 Equity Incentive Plan and (ii) 275,314 shares of Common Stock reserved for issuance under the Company’s 2024 Employee Stock Purchase Plan. As the Company’s legal counsel, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under such plans (which plans are referred to herein as the “Plans”).