Exhibit 5.1

 

   

LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

T - (732) 395-4400

F- (732) 395-4401

     
 

111 Broadway

Suite 807

New York, NY 10006

T - (212) 417-8160

F - (212) 417-8161

www. lucbro.com

 

August 11, 2025

 

Brag House Holdings, Inc.

45 Park Street,

Montclair, NJ 07042 

 

RE: Brag House Holdings, Inc.’s Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to you, Brag House Holdings, Inc., a Delaware corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof (the “Registration Statement ”). The Registration Statement relates to the resale by certain selling stockholders of up to an aggregate of (i) up to 15,923,567 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) that may be issued from time to time upon conversion of Series B Convertible Preferred Stock (the “Conversion Shares”) (ii) warrants (the “Warrants”), to purchase up to an aggregate of 15,923,567 shares of Common Stock (the “Warrant Shares”), all in accordance with that certain Securities Purchase Agreement, dated as of July 24, 2025 (the “Purchase Agreement”), by and among the Company and the Purchasers named therein; and (iii) pursuant to that certain Placement Agency Agreement, dated July 24, 2025 (the “Placement Agency Agreement”) warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 1,057,543 shares (the “Placement Agent Warrant Shares” and together with the Warrants, the Conversion Shares, the Warrant Shares, and the Placement Agent Warrants, the “Securities”) of Common Stock (equal to 6.0% of 10,817,123 Conversion Shares and 8.0% of 5,106,444 Conversion Shares sold in the offering) that the Company issued to Revere Securities LLC (the “Placement Agent”) or its designees, as compensation in connection with the offering of the Series B Convertible Preferred Stock and the Warrants. The Purchase Agreement, the Warrants, and the Placement Agent Warrants are referred to collectively herein as the “Transaction Documents”.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) the Articles of Incorporation, Amended and Restated Bylaws of the Company, and Certificate of Designation of the Series B Convertible Preferred Stock, each as amended and/or restated as of the date hereof; (b) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Securities, and related matters; (c) the Registration Statement and all exhibits thereto, (d) the Transaction Documents; and (e) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

 

 

 

 

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

 

(i) the Conversion Shares have been duly authorized by all necessary corporate action of the Company, and when issued and delivered by the Company upon the conversion of the Series B Convertible Preferred Stock as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable; and
   
(ii) the Warrant Shares have been duly authorized, and when issued and delivered by the Company upon exercise of the Warrants in accordance with the terms of such Warrants, will be validly issued, fully paid and non-assessable.
   
(iii) the Placement Agent Warrant Shares have been duly authorized, and when issued and delivered by the Company upon exercise of the Placement Agent Warrants in accordance with the terms of such Placement Agent Warrants, will be validly issued, fully paid and non-assessable.

 

The opinion expressed herein is limited to the laws of the State of Delaware and the State of New York. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

 

This opinion letter is qualified to the extent that the enforceability of any applicable agreement, document, or instrument discussed herein may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.

 

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within 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,  
   
/s/ Lucosky Brookman LLP  
Lucosky Brookman LLP