Exhibit 5.1
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June 5, 2026
BranchOut Food Inc. Bend, Oregon 97702
Re: Registration Statement on Form S-3
Ladies and Gentlemen: | |
L
O S A N G E L E S, C A
10100
SANTA MONICA BLVD.
TELEPHONE:
310/277 6910
SAN
FRANCISCO
TELEPHONE:
415/263 7000
DELAWARE
TELEPHONE:
302/652 4100
NEW
YORK
TELEPHONE:
212/561 7700
HOUSTON
TELEPHONE:
713/691 9385 WEB: www.pszjlaw.com |
We have acted as counsel to BranchOut Food Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-3 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the offering and resale by the selling stockholder named therein (the “Selling Stockholder”), pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of 500,000 shares of common stock (the “Shares”) held by the Selling Stockholder.
In connection with this opinion, we have examined instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed including (a) the Registration Statement, including the exhibits thereto, (b) the Company’s Articles of Incorporation, as amended to date, (c) the Company’s Bylaws, (d) certain resolutions of the Board of Directors of the Company and (e) such other documents, corporate records, and instruments as we have deemed necessary for purposes of rendering the opinions set forth herein. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, including signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that the Sharese have been validly issued, and are fully paid and nonassessable.
Very truly yours,
/s/ Pachulski Stang Ziehl & Jones LLP Pachulski Stang Ziehl & Jones LLP |