Exhibit 5.1
June 26, 2026
Arcadia Biosciences, Inc.
5956 Sherry Lane, Suite 2000
Dallas, TX 75225
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing with the Securities and Exchange Commission (the "Commission") by Arcadia Biosciences, Inc., a Delaware corporation (the "Company"), of a Registration Statement on Form S-3 (the “Registration Statement”), including a related prospectus to be filed with the Commission pursuant to Rule 424(b) of Regulation C (the "Prospectus") under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale from time to time by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) of up to 11,922,333 shares (the "Shares") of the Company's common stock, $0.001 par value per share (“Common Stock”), in the manner set forth in the Registration Statement, consisting of (i) up to 3,883,496 shares of Common Stock (“Pre-Funded Warrant Shares”) issuable upon the exercise of outstanding Pre-Funded Warrants (the “Pre-Funded Warrants”), (ii) up to 3,883,496 shares of Common Stock (the “Series A-1 Option Shares”) issuable upon the exercise of outstanding Series A-1 Preferred Investment Options (the “Series A-1 Options”), (iii) up to 3,883,496 shares of Common Stock (the “Series A-2 Option Shares” and together with the Series A-1 Option Shares, the “Investment Option Shares”) issuable upon the exercise of outstanding Series A-2 Preferred Investment Options (“Series A-2 Options” and together with the Series A-1 Options, the “Investment Options”), and (iv) up to 271,845 shares of Common Stock (the “Placement Agent Option Shares” and together with the Pre-Funded Warrant Shares and the Investment Option Shares, the “Option Shares”) that are issuable upon the exercise of outstanding Placement Agent Preferred Investment Options (the “Placement Agent Options”) issued in connection with the Purchase Agreement. The Pre-Funded Warrants and Investment Options were issued pursuant to that certain Securities Purchase Agreement, dated as of June 11, 2026, between the Company and each purchaser identified on the signature page thereto (the “Purchase Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company's amended and restated certificate of incorporation, as amended and restated to date (the “Restated Certificate”); the Company’s Bylaws as in effect on the date hereof; the Purchase Agreement; the Pre-Funded Warrants; the Investment Options; the Placement Agent Options; and certain resolutions and minutes of meetings of the Board of Directors of the Company relating to the issuance of the Pre-Funded Warrants, Investment Options, Placement Agent Options, the Shares and the Registration Statement. We have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to matters of fact material to our opinions, we have relied, without independent verification, on certificates and other inquiries of officers of the Company. We have assumed without investigation the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof, the accuracy and completeness of all records made available to us by the Company, the accuracy, completeness and authenticity of certificates of public officials, and that all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof. We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective and will continue to be effective at the time of the resale of any Shares, (ii) if necessary, a prospectus supplement will have been prepared and filed with the Commission describing any Shares offered thereby or any Selling Stockholders,