Exhibit 5.1

July 29, 2026

Beneficient

325 N. Saint Paul Street

Suite 4850

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to Beneficient, a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1, initially filed by the Company on July 29, 2026 (as thereafter amended or supplemented, the “Registration Statement”).

The Registration Statement relates to the registration of the offer and sale from time to time by the Selling Holders (as defined in the Registration Statement) of up to (i) 32,467,532 shares of Class A common stock, par value $0.001 (“Class A common stock”), that the Company may, at its discretion, elect to issue and sell to YA II PN, Ltd. (“Yorkville”) from time to time after the date of the Registration Statement, pursuant to that certain Amended and Restated Standby Equity Purchase Agreement, dated as of June 26, 2026, entered into by and between the Company and Yorkville (the “A&R SEPA” and such shares, the “A&R SEPA Shares”); (ii) 4,719,101 shares of Class A common stock issuable upon conversion of the promissory notes issued to Yorkville in connection with the A&R SEPA in the aggregate principal amount of $4.0 million (the “Promissory Notes” and such shares, the “Conversion Shares”); (iii) 280,631 shares of Class A common stock issued to Yorkville as consideration for its irrevocable commitment to purchase shares of Class A common stock at the Company’s direction, from time to time upon the terms and subject to the conditions set forth in the A&R SEPA (the “Commitment Fee Shares”); (iv) 165,674 shares of Class A common stock issuable upon exercise of the warrants (the “Warrants” and such shares issuable upon exercise, the “Warrant Shares”) to purchase 165,674 shares of Class A common stock at an exercise price of $21.04 that the Company agreed to issue and sell to Yorkville pursuant to that certain Securities Purchase Agreement, dated as of August 6, 2024, entered into by and between the Company and Yorkville (the “Purchase Agreement”); (v) 15,625 shares of Class A common stock issuable upon conversion of the Series B-2 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-2 Preferred Stock”), the Company issued to Mendoza Ventures Pre-Seed Fund II GP, LLC (“Mendoza”) pursuant to that certain Subscription Agreement, dated as of January 17, 2024 (the “Mendoza Subscription Agreement”), entered into by and between the Company and Mendoza (such shares issuable upon conversion, the “Mendoza Shares”); (vi) 1,786 shares of Class A common stock issuable upon conversion of the Series B-3 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-3 Preferred Stock”), the Company issued to Interest Solutions, LLC (“Interest Solutions”) pursuant to that certain Subscription Agreement, dated as of January 29, 2024 (the “Interest Solutions Subscription Agreement”), entered into by and between the Company and Interest Solutions (such shares issuable upon conversion, the “Interest Solutions Shares”); (vii) 3,219 shares of Class A common stock issuable upon conversion of the Series B-4 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-4 Preferred Stock”), the Company issued to Convergency Partners, LLC (“Convergency Partners”) pursuant to that certain Subscription Agreement, dated as of March 25, 2024 (the “Convergency Subscription Agreement”), entered into by and between the Company and Convergency Partners (such shares issuable upon conversion, the “Convergency Shares”); (viii) 245,305 shares of Class A common stock issuable upon conversion of the Series B-5 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-5 Preferred Stock”), the Company issued to 8F Fund, LP (“8F Fund”) pursuant to that certain Subscription Agreement, dated as of December 27, 2024 (the “8F Fund Subscription Agreement”), entered into by and between the Company and 8F Fund (such shares issuable upon conversion, the “8F Shares”); (ix) 5,107,787 shares of Class A common stock issuable upon conversion of the Series B-6 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-6 Preferred Stock”), the Company issued to Pulse Pioneer Fund, LP (“Pulse Pioneer Fund”) pursuant to that certain Subscription Agreement, dated as of April 3, 2025 (the “Pulse Pioneer Fund Subscription Agreement”), entered into by and between the Company and Pulse Pioneer Fund (such shares issuable upon conversion, the “Pulse Pioneer Shares”); (x) 52,220 shares of Class A common stock issuable upon conversion of the Series B-7 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-7 Preferred Stock”), the Company issued to Cork & Vines Fund I, LP (“Cork & Vines Fund I”) pursuant to that certain Subscription Agreement, dated as of April 12, 2025 (the “Cork & Vines Fund B-7 Subscription Agreement”), entered into by and between the Company and Cork & Vines Fund I (such shares issuable upon conversion, the “Cork & Vines B-7 Shares”); (xi) 937,191 shares of Class A common stock issuable upon conversion of the Series B-8 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-8 Preferred Stock”), the Company issued to Mendoza Ventures Growth Fund III, LP (“Mendoza Ventures Growth Fund III”) pursuant to that certain Subscription Agreement, dated as of May 19, 2025 (the “Mendoza Ventures Growth Fund III Subscription Agreement”), entered into by and between the Company and Mendoza Ventures Growth Fund III (such shares issuable upon conversion, the “Mendoza Ventures Shares”); (xii) 549,636 shares of Class A common stock issuable upon conversion of the Series B-9 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-9 Preferred Stock”), the Company issued to Cork & Vines Fund I pursuant to that certain Subscription Agreement, dated as of December 31, 2025 (the “Cork & Vines Fund B-9 Subscription Agreement”), entered into by and between the Company and Cork & Vines Fund I (such shares issuable upon conversion, the “Cork & Vines B-9 Shares”); (xiii) 7,047,947 shares of Class A common stock issuable upon conversion of the Series B-10 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-10 Preferred Stock”), the Company issued to Quartus AI Fund L.P. (“Quartus AI”) pursuant to that certain Subscription Agreement, dated as of April 7, 2026 (the “Quartus AI Subscription Agreement”), entered into by and between the Company and Quartus AI (such shares issuable upon conversion, the “Quartus AI Shares”); and (xiv) 4,077,642 shares of Class A common stock issuable upon conversion of the Series B-11 Resettable Convertible Preferred Stock, $0.001 par value per share (the “Series B-11 Preferred Stock”), the Company issued to Quartus AI Fund II, L.P. (“Quartus AI II”) pursuant to that certain Subscription Agreement, dated as of July 10, 2026 (the “Quartus AI II Subscription Agreement”), entered into by and between the Company and Quartus AI II (such shares issuable upon conversion, the “Quartus AI II Shares” and together with the A&R SEPA Shares, the Conversion Shares, the Commitment Fee Shares, the Warrant Shares, the Mendoza Shares, the Interest Solutions Shares, the Convergency Shares, the 8F Shares, the Pulse Pioneer Shares, the Cork & Vines B-7 Shares, the Mendoza Ventures Shares, the Cork & Vines B-9 Shares, and the Quartus AI Shares, the “Offered Securities”).

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Articles of Incorporation and Bylaws of the Company; (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Offered Securities and related matters; (iii) the Registration Statement and all exhibits included or incorporated by reference thereto; (iv) a certificate executed by an officer of the Company, dated as of the date hereof; (v) the Series B-2 Resettable Convertible Preferred Stock Certificate of Designation; (vi) the Series B-3 Resettable Convertible Preferred Stock Certificate of Designation; (vii) the Series B-4 Resettable Convertible Preferred Stock Certificate of Designation; (viii) the Series B-5 Resettable Convertible Preferred Stock Certificate of Designation; (ix) the Series B-6 Resettable Convertible Preferred Stock Certificate of Designation; (x) the Series B-7 Resettable Convertible Preferred Stock Certificate of Designation; (xi) the Series B-8 Resettable Convertible Preferred Stock Certificate of Designation; (xii) the Series B-9 Resettable Convertible Preferred Stock Certificate of Designation; (xiii) the Series B-10 Resettable Convertible Preferred Stock Certificate of Designation; (xiv) the Series B-11 Resettable Convertible Preferred Stock Certificate of Designation; (xv) the A&R SEPA; (xvi) the Promissory Notes; (xvii) the Purchase Agreement; (xviii) the Form of Warrant; (xix) the Mendoza Subscription Agreement; (xx) the Interest Solutions Subscription Agreement; (xxi) the Convergency Subscription Agreement; (xxii) the 8F Fund Subscription Agreement; (xxiii) the Pulse Pioneer Fund Subscription Agreement; (xxiv) the Cork & Vines Fund B-7 Subscription Agreement; (xxv) the Mendoza Ventures Growth Fund III Subscription Agreement; (xxvi) the Cork & Vines Fund B-9 Subscription Agreement; (xxvii) the Quartus AI Subscription Agreement; (xxviii) the Quartus AI II Subscription Agreement; and (xxix) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

In making the foregoing examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the laws of the State of Nevada, as currently in effect.

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that:

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We further consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we are not admitting 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. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.