Exhibit 5.1
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Two James Center 1021 East Cary Street, Suite 2001 Richmond, VA 23219 rradia@whitefordlaw.com t: 804.807.7376 | f: 804.799.7868 |
September 14, 2026
KiNRG, Inc.
13849 Park Center Road Suite A
Herndon, VA 20171
| Re: | KiNRG, Inc. |
Ladies and Gentlemen:
We have acted as counsel to KiNRG, Inc. (the “Company”), a Nevada corporation, in connection with the public offering contemplated by the registration statement on Form S-1 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for an offering of (i) up to 3,750,000 shares of the Company’s common stock (the “Common Stock”), $0.0001 par value per share (the “Company Shares”); (ii) up to 562,500 shares of Common Stock, purchased pursuant to over allotments, if any (the “Over Allotment Shares”); (iii) up to 187,500 warrants to purchase 187,500 shares of Common Stock that will be issued to the representatives of the underwriters (the “Representatives’ Warrants”), plus up to an additional 28,125 Representatives’ Warrants to purchase up to an additional 28,125 shares of Common Stock upon the exercise of the underwriters’ over-allotment option (the “Additional Representatives’ Warrants”); and (iv) up to 215,625 shares of Common Stock underlying the Representatives’ Warrants and the Additional Representatives’ Warrants (the “Representatives’ Warrant Shares”) that may be issued upon exercise of the Representatives’ Warrants and the Additional Representatives’ Warrants.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) the articles of incorporation of the Company, as amended to date; (b) the bylaws of the Company, as amended to date, and (c) the Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.
Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:
| (i) | the Company Shares and the Over-Allotment Shares have been duly authorized by all necessary corporate action of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement (as defined in the Registration Statement), the shares of Common Stock will be validly issued, fully paid and non-assessable; |
| (ii) | the Representatives’ Warrants and the Additional Representatives’ Warrants have been duly authorized by the Company and, when executed by the Company and issued and delivered to the purchaser thereof as contemplated by the Registration Statement and in accordance with terms of the Underwriting Agreement, such Representatives’ Warrants and Additional Representatives’ Warrants will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms; |
| (iii) | the Representatives’ Warrant Shares have been duly authorized and, when issued and delivered by the Company upon exercise of the Representatives’ Warrants or the Additional Representatives’ Warrants against payment therefor as set forth in the Registration Statement, the Underwriting Agreement and the Representatives’ Warrants or the Additional Representatives’ Warrants, will be validly issued, fully paid and non-assessable. |
We are opining herein as to the laws of the State of Nevada, and we express no opinion with respect to any other laws. This opinion is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.
This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name as it appears in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Whiteford, Taylor & Preston LLP | |
| Whiteford, Taylor & Preston LLP |