Exhibit 5.2

 

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July 11, 2025

 

Soluna Holdings, Inc.

325 Washington Ave Extension

Albany, New York 12205

 

Ladies and Gentlemen:

 

We have acted as counsel to Soluna Holdings, Inc., a Nevada corporation (the “Company”) in connection with the proposed sale and issuance of (i) such number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” and such shares, the “Shares”), having an aggregate offering price of up to $5,000,000, (ii) Series A common stock warrants (the “Series A Common Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Series A Common Warrant Shares”), (iii) Series B common stock warrants (the “Series B Common Warrants” and, together with the Series A Common Warrants, the “Common Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Series B Common Warrant Shares” and, together with the Series A Common Warrant Shares, the “Common Warrant Shares”) (iv) pre-funded warrants (the “Pre-Funded Warrants”) to purchase such number of shares of Common Stock having an aggregate offering price of up to $5,000,000 (the “Pre-Funded Warrant Shares”), and (v) placement agent warrants issued to H.C. Wainwright & Co. (“HCW”), as the placement agent (the “Placement Agent Warrants” and, collectively with the Common Warrants and the Pre-Funded Warrants, the “Warrants”) to purchase such number of shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock to be sold in this offering with an exercise price equal to 125% of the public offering price per share of Common Stock (the “Placement Agent Warrant Shares” and, collectively with the Common Warrant Shares and the Pre-Funded Warrant Shares, the “Warrant Shares”) pursuant to the Registration Statement on Form S-1 (Registration No. 333-287519) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) (as amended, the “Registration Statement”), and the related prospectus contained therein (the “Prospectus”). The Shares, the Warrants and the Warrant Shares are to be sold pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) between the Company and each purchaser signatory thereto (each, a “Purchaser” and collectively, the “Purchasers”) or pursuant to that certain Engagement Letter, dated as of April 29, 2025, by and between the Company and HCW, as applicable.

 

As counsel to the Company in connection with the proposed potential issuance and sale of the above-referenced Shares, Warrants and Warrant Shares, we have reviewed the Registration Statement, Prospectus and the respective exhibits thereto. We have also reviewed such corporate documents and records of the Company, such certificates of public officials and officers of the Company and such other matters as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that, as set forth in a separate opinion delivered to the Company on the date hereof by Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel to the Company, the Warrants, the Shares and the Warrant Shares have been duly authorized; and (v) the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that when the Warrants are duly executed and delivered by the Company and paid for by certain purchasers, such Warrants will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency or other similar laws affecting creditors’ rights and to general equitable principles.

 

 

 

 

The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to liability where such indemnification or contribution is contrary to public policy. We express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.

 

Our opinion is limited to the laws of New York. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. We advise you that matters of Nevada law are covered in the opinion of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel for the Company, in Exhibit 5.1 to the Registration Statement.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving our consent, we do not 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 promulgated thereunder.

 

Very truly yours,

 

/s/ Lowenstein Sandler LLP

 

LOWENSTEIN SANDLER LLP