Exhibit
5.1

May 26, 2026
American Battery Materials, Inc.
500 West Putnam Avenue, Suite 400
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We are acting as counsel
to American Battery Materials, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the
Company of (i) 2,727,273 shares (the “Offering Shares”) of the Company’s common stock, par value $0.001 per
share (“Common Stock”), (ii) warrants (the “Offering Warrants”) to purchase up to an aggregate of 2,727,273
shares of Common Stock, (iii) 2,727,273 shares of Common Stock issuable upon exercise of the Offering Warrants, (iv) 409,091 shares
of Common Stock issuable to the underwriters (the “Underwriters”) pursuant to the exercise of the Underwriters’
over-allotment option (the “Over-Allotment Shares” and, together with the Offering Shares, the “Shares”),
(v) warrants to purchase up to an aggregate of 409,091 shares of Common Stock issuable to the Underwriters pursuant to the exercise of
the Underwriters’ over-allotment option (the “Over-Allotment Warrants” and, together with the Offering Warrants,
the “Warrants”), and (vi) 409,091 shares of Common Stock issuable upon exercise of the Over-Allotment Warrants (together
with the shares of Common Stock issuable upon exercise of the Offering Warrants described in clause (ii), the “Warrant Shares”), pursuant
to the Registration Statement on Form S-1 (File No. 333-277021), originally filed by the Company with the Securities and Exchange Commission
(the “Commission”) on February 12, 2024 (as amended, the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Act”) and (b) the Underwriting Agreement between the Company and ThinkEquity LLC, as
representative of the several Underwriters, relating to the Securities, the form of which has been filed as Exhibit 1.1 to the Registration
Statement (the “Underwriting Agreement”). The Shares, the Warrants and the Warrant Shares are referred to herein collectively
as the “Securities.”
In connection with this
opinion letter, we have examined (a) the Registration Statement and the prospectus included therein (the “Prospectus”)
and all exhibits thereto, (b) the Certificate of Incorporation of the Company, as amended to date, (c) the Bylaws of the Company, as
amended to date, (d) the form of Warrant, (e) the form of the Warrant Agency Agreement pursuant to which the Offering Warrants are to
be issued, (f) the Underwriting Agreement, and (g) certain resolutions of the Board of Directors of the Company relating to the issuance,
sale and registration of the Securities. In addition, we have examined and relied upon such corporate records of the Company, and have
made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain
factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers
of the Company.
We have assumed for purposes
of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of
all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals, the
completeness and conformity with authentic original documents of all documents submitted to us as copies, and that all documents, books
and records made available to us by the Company are accurate and complete.
Based upon, subject to
and limited by the foregoing, we are of the opinion that the (1) Shares have been duly authorized and will be validly issued, fully paid
and non-assessable; (2)(a) when issued by the Company in accordance with and in the manner described in the Prospectus, the Offering
Warrants, and (b) when issued by the Company in accordance with the Prospectus and the Underwriting Agreement, the Over-Allotment Warrants,
will be legally binding obligations of the Company in accordance with their terms, except that with respect to the Warrants: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and
by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), (ii) as enforceability
of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought; and (3) the Warrant Shares have been duly authorized, and if, as and
when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
We are members of the
Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York
and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date
hereof.
This letter speaks only
at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation
to revise or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in
fact or law that may hereafter occur.
We hereby consent to the
filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the Commission
as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement
under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| |
Very truly yours, |
| |
|
| |
/s/ Olshan Frome Wolosky LLP |
| |
|
| |
OLSHAN FROME WOLOSKY LLP |
