Re:

Registration Statement on Form S-1 of Catheter Precision, Inc.

(a).

392,608 shares of Common Stock (the “Common Shares”) issued to certain selling stockholders in connection with the initial closing of the private placement financing consummated on or about February 9, 2026;

(b).

up to 9,914,286 shares of Common Stock (the “Series C-1 Conversion Shares”) issuable upon conversion of an aggregate of 3,470 shares of the Company’s Series C-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”), issued to certain selling stockholders pursuant to that certain Securities Purchase Agreement dated February 6, 2026, as amended, between the Company and the purchasers party thereto (the “Initial SPA”), and that certain Securities Purchase Agreement dated March 9, 2026, between the Company and the purchasers party thereto (the “Subsequent SPA” and, together with the Initial SPA, the “Purchase Agreements”);

(c).

up to 9,914,286 shares of Common Stock (the “Series C-2 Conversion Shares”) issuable upon conversion of an aggregate of 3,470 shares of the Company’s Series C-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series C-2 Preferred Stock”), issued to certain selling stockholders pursuant to the Subsequent SPA;

(d).

up to 9,914,286 shares of Common Stock (the “Series C-3 Conversion Shares”) issuable upon conversion of an aggregate of 3,470 shares of the Company’s Series C-3 Convertible Preferred Stock, par value $0.0001 per share (the “Series C-3 Preferred Stock”), to be issued to certain selling stockholders pursuant to the Subsequent SPA upon and subject to the effectiveness of the Registration Statement;

(e).

up to 31,508,571 shares of Common Stock (the “Series D Conversion Shares”) issuable upon conversion of an aggregate of 11,028 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), issued to certain selling stockholders pursuant to that certain Stock Purchase Agreement dated February 6, 2026 and that certain Stock Purchase Agreement dated March 9, 2026, respectively, in connection with the Company’s acquisition of equity interests in Fly Flyte, Inc. and Ponderosa Air, LLC;

(f).

up to 6,083,005 shares of Common Stock (the “Series J Conversion Shares”) issuable upon conversion of an aggregate of 9,489.488 shares of the Company’s Series J Convertible Preferred Stock, par value $0.0001 per share (the “Series J Preferred Stock”), issued to certain selling stockholders pursuant to those certain Series J Exchange Agreements dated February 12, 2026 (the “Series J Exchange Agreements”), at the initial conversion price of $1.56 per share; and

(g).

up to 340,000 shares of Common Stock (the “Series M Warrant Shares” and, together with the Common Shares, the Series C-1 Conversion Shares, the Series C-2 Conversion Shares, the Series C-3 Conversion Shares, the Series D Conversion Shares, and the Series J Conversion Shares, the “Shares”) issuable upon exercise of 340,000 warrants to purchase Common Stock (the “Series M Warrants”) issued to certain selling stockholders in connection with the second amendment to certain notes payable to related parties, dated December 31, 2025, at an exercise price of $1.56 per share.

(i).

the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, including the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Convertible Preferred Stock, the Certificate of Amendment to the Certificate of Designations of Series C-1 Convertible Preferred Stock dated March 6, 2026, the Certificate of Designations for the Series C-2, C-3, C-4, and Series D Convertible Preferred Stock, the Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock dated February 9, 2026 (as corrected by the Certificate of Correction dated February 12, 2026) (collectively, the “Certificates of Designations”);

(ii).

the Bylaws of the Company, as currently in effect;

(iii).

the Purchase Agreements and all exhibits and schedules thereto;

(iv).

the Series J Exchange Agreements and all exhibits and schedules thereto;

(v).

the Second Amendment to Notes Payable to Related Parties dated December 31, 2025, and the form of Series M Warrant issued in connection therewith;

(vi).

the Registration Rights Agreements entered into in connection with the Purchase Agreements and the Series J Exchange Agreements, respectively;

(vii).

the Registration Statement, together with all exhibits thereto;

(viii).

resolutions of the Board of Directors of the Company (the “Board”) authorizing and approving the issuance of the Shares and the transactions contemplated by the Transaction Documents; and

(ix).

a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated as of a recent date, and such other corporate records, certificates, and other documents as we have considered necessary or appropriate for the purposes of this opinion.

1.

The Common Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid, and non-assessable.

2.

The Series C-1 Conversion Shares, when issued upon the conversion of the Series C-1 Preferred Stock in accordance with the terms of the Series C-1 Certificate of Designations and the applicable Purchase Agreement, will be validly issued, fully paid, and non-assessable.

3.

The Series C-2 Conversion Shares, when issued upon the conversion of the Series C-2 Preferred Stock in accordance with the terms of the Series C-2 Certificate of Designations and the applicable Purchase Agreement, will be validly issued, fully paid, and non-assessable.

4.

The Series C-3 Conversion Shares, when (a) the Registration Statement has been declared effective by the SEC, (b) the Series C-3 Preferred Stock has been duly issued in accordance with the terms of the Subsequent SPA and the Series C-3 Certificate of Designations, and (c) the Series C-3 Preferred Stock has been converted in accordance with the terms of the Series C-3 Certificate of Designations, will be validly issued, fully paid, and non-assessable.

5.

The Series D Conversion Shares, when issued upon the conversion of the Series D Preferred Stock in accordance with the terms of the Series D Certificate of Designations and the applicable acquisition agreement, will be validly issued, fully paid, and non-assessable.

6.

The Series J Conversion Shares, when issued upon the conversion of the Series J Preferred Stock in accordance with the terms of the Series J Certificate of Designations (as amended), including compliance with the beneficial ownership limitations set forth in the Series J Certificate of Designations, will be validly issued, fully paid, and non-assessable.

7.

The Series M Warrant Shares, when issued upon the exercise of the Series M Warrants in accordance with the terms thereof, including the receipt of the requisite stockholder approval for the exercisability of the Series M Warrants in accordance with Section 713 of the NYSE American Listed Company Manual and payment of the applicable exercise price, will be validly issued, fully paid, and non-assessable.