Exhibit 5.1
May 5, 2026
Next Bridge Hydrocarbons, Inc.
6300 Ridglea Place, Suite 950
Fort Worth, TX 76116
Re: Next Bridge Hydrocarbons,
Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Next
Bridge Hydrocarbons, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement
on Form S-1/A (Registration No. 333-269366) filed with the Securities and Exchange Commission on or about the date hereof (the “Registration
Statement”), for the purpose of registering under the Securities Act of 1933, up to 40,000,000 shares of the Company’s
Common Stock, par value $0.0001 per share (the “Shares”). The Shares may be sold or delivered from time to time as
set forth in the Registration Statement, any amendment thereto, the final prospectus contained therein (the “Prospectus”).
We have examined the Registration
Statement, the Prospectus, instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter
expressed. We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments
submitted to us as copies.
This opinion is limited to the Nevada Revised
Statutes, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other
statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body
or as to any related judicial or administrative opinion.
Based upon the foregoing and our
examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, it is our opinion that
the Shares are duly authorized, and when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments),
has become effective under the Securities Act; and (iv) issued in exchange for the consideration described in the Registration Statement,
the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered to you
in connection with the Registration Statement and is not to be relied upon for any other purpose. We disclaim any obligation
to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.
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Very truly yours, |
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WOODBURN AND WEDGE |
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By: |
/S |
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Shawn G. Pearson |
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