Exhibit 5.1

May 26, 2026

Spin AI Inc.

30 N Gould Street, Suite R

Sheridan, WY 82801

Re:       Registration Statement on Form S-1; Legality Opinion

Ladies and Gentlemen:

We have acted as special counsel to Spin AI Inc., a Wyoming corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be offered and sold by the Company in the manner described in the Registration Statement and the prospectus included therein (the “Prospectus”). This opinion is delivered pursuant to Item 601(b)(5) of Regulation SK under the Securities Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

As to matters of fact relevant to this opinion, we have relied, without independent investigation, on the issuer certificate and representations and warranties executed by Katizie Bakht Murad, as President of the Company, and on certificates, records, documents and representations provided by the Company, its officers, directors and other parties. The undersigned spoke with Mr. Murad on May 26, 2026 to confirm the representations by the Company in the certificate at subsection (f), above. We have not undertaken any audit, appraisal, investigation or independent verification of the financial statements, capitalization records, factual statements or other information supplied to us, except to the extent expressly described herein.

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The Company has represented to us that (a) it is a Wyoming corporation and has not changed its jurisdiction of incorporation, converted, domesticated, merged out of existence, dissolved or commenced winding-up proceedings; (b) its governing documents and corporate records provided to us are true, correct and complete and remain in full force and effect; (c) it is authorized to issue 90,000,000 shares of Common Stock, par value $0.0001 per share, and no preferred stock is authorized or outstanding; (d) as of March 31, 2026, 4,000,000 shares of Common Stock were issued and outstanding; (e) except as disclosed in the Registration Statement or otherwise provided to us in writing, there are no outstanding options, warrants, convertible securities, SAFEs, equity appreciation rights, phantom equity, anti-dilution rights or other rights to acquire equity securities of the Company; and (f) the Company has taken all corporate action necessary to authorize the filing of the Registration Statement, the offering described therein, and the issuance and sale of the Shares.

In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all copies or electronic records, the genuineness of all signatures, the legal capacity of all natural persons, and the due authorization, execution and delivery by all parties, other than the Company to the extent expressly addressed herein, of all documents reviewed by us. We have also assumed that the Registration Statement will become effective under the Securities Act and that such effectiveness will not have been terminated, suspended or rescinded, and that the Shares will be offered, sold, issued and delivered only as described in the Registration Statement and in accordance with the authorizing corporate action of the Company.

Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and that, when (a) the Registration Statement has become effective under the Securities Act, (b) the Shares have been issued and sold in the manner described in the Registration Statement and in accordance with the authorizing corporate action of the Company, and (c) the Company has received the consideration for the Shares contemplated by the Registration Statement, which consideration is not less than $0.0001 per share, the par value of the Common Stock, the Shares will be validly issued, fully paid and nonassessable.

The undersigned is not admitted to practice law in the State of Wyoming. In rendering the opinions expressed herein, we have reviewed the Wyoming Business Corporation Act, the Wyoming Constitution, and reported decisions of Wyoming courts that we deemed relevant to the matters addressed herein. Based on our review and understanding of such authorities as in effect on the date hereof, we believe we are competent to render the opinions expressed in this letter. No opinion is expressed as to any matter of Wyoming law beyond the matters expressly addressed herein.

This opinion is rendered solely for the benefit of the Company in connection with the filing of the Registration Statement and may be relied upon by the Company, the Commission, and any underwriter or placement agent named in the Registration Statement in connection with the offering described therein. No other person may rely upon this opinion for any purpose without our prior written consent.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are 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,
	PAESANO AKKASHIAN, PC
	Anthony R. Paesano

cc:          Katizie Bakht Murad, President, Spin AI Inc.