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Exhibit 5.1

July 22, 2025

BioVie Inc.

680 West Nye Lane, Suite 201

Carson City, Nevada 489703

Ladies and Gentlemen:

We have acted as special Nevada counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the registration, offering, issuance, and sale by the Company of : (a) an aggregate of up to $15,000,000 in units (the “Firm Units”) with each Firm Unit consisting of (i) one share (collectively, the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one common stock purchase warrant (collectively the “Firm Common Warrants”) to purchase a share of Common Stock; (b) up to $15,000,000 in pre-funded warrant units (the “Firm Pre-Funded Units”) with each Firm Pre-Funded Unit consisting of (i) one pre-funded common stock purchase warrant (collectively, the “Firm Pre-Funded Warrants”) to purchase one Share of the Company’s Common Stock with an exercise price equal to $0.0001 per share and (ii) one Firm Common Warrant; (c) up to an additional $2,250,000 shares of Common Stock (the “Option Shares”) and/or up to an additional $2,250,000 in pre-funded common stock purchase warrants (the “Option Pre-Funded Warrants”), each exercisable for one share of Common Stock at an exercise price of $0.0001 per share, and up to an additional equal amount of common stock purchase warrants (the “Option Common Warrants”) to purchase a share of Common Stock.

The Firm Shares and the Option Shares are hereinafter referred to as the “Public Shares.” The shares issuable upon exercise of the Firm Pre-Funded Warrants and Option Pre-Funded Warrants (collectively, the “Pre-Funded Warrants”) are hereinafter referred to as the “Pre-Funded Warrant Shares.” The shares issuable upon exercise of the Firm Common Warrants and Option Common Warrants (collectively, the “Common Warrants”) are hereinafter referred to as the “Common Warrant Shares.” The Public Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Common Warrants, and the Common Warrant Shares are collectively referred to herein as the “Securities.”

BioVie Inc.

July 22, 2025

Page 2 

The Securities are being offered, sold, and issued under the terms of an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between the Company and ThinkEquity LLC, as Representative of the several underwriters. The Securities are being registered under a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act).

For purposes of these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a)       

the Registration Statement;

(b)       

form of Underwriting Agreement;

(c)       

form of Pre-Funded Warrant;

(d)       

form of Warrant; and

(e)       

resolutions of the Board of Directors and such other matters as relevant related to the (i) issuance and the registration of the Securities under the Securities Act, and (ii) such other matters as relevant.

We have obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate documents, records, certificates, and instruments (collectively with the documents identified in (a) through (e) above, the “Documents”) as we deem necessary or advisable to render the opinions set forth herein.

In our examination, we have assumed:

(a)       

the legal capacity of all natural persons executing the Documents;

(b)       

the genuineness of all signatures on the Documents;

(c)       

the authenticity of all Documents submitted to us as originals, and the conformity to original documents of all Documents submitted to us as copies;

(d)       

that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;

BioVie Inc.

July 22, 2025

Page 3 

(e)       

other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the Documents;

(f)       

the execution, delivery, and performance by all parties of the Documents; and

(g)       

that all Documents are valid, binding, and enforceable against the parties thereto.

We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such Documents.

We note that the Company has reserved, and assume that it will continue to reserve, sufficient authorized shares of its Common Stock to allow for the issuance of its shares of Common Stock upon sale of the Shares and exercise of the Pre-Funded Warrants, and the Warrants.

The opinions expressed below are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed for purposes of delivering these opinions expressed herein or any changes in applicable law that may come to our attention after the date the Registration Statement is declared effective.

On the basis of the foregoing and in reliance thereon, and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that:

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, we express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal laws. The opinions we express herein are limited solely to the laws of the State of Nevada, other than the securities laws and regulations of the State of Nevada as to which we express no opinion.

BioVie Inc.

July 22, 2025

Page 4 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in the Registration Statement. In giving the foregoing consent, we do not hereby 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.

tmor/cdol