Exhibit 5.1
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LUCOSKY BROOKMAN LLP 101 Wood Avenue South 5th Floor Woodbridge, NJ 08830 T - (732) 395-4400 F- (732) 395-4401 |
| September 22, 2026 | |
|
111 Broadway New York, NY 10006 www.lucbro.com |
| Creatd, Inc. 1111B S Governors Ave, STE 20721 Dover, DE 19904 |
| Re: | Registration Statement on Form S-1 (File No. 333-298931) |
Ladies and Gentlemen:
We are acting as counsel for Creatd, Inc., a Nevada corporation (the “Company”) in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the resale by certain selling stockholders of up to 5,576,013 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), consisting of issued and outstanding shares of Common Stock and shares of Common Stock upon exercise of outstanding pre-funded common stock purchase warrants, in each case issued or issuable, as applicable, in connection with a series of private placements, debt and accounts payable conversions, warrant exercises and exchanges, preferred stock conversions, and payroll and compensation settlements completed prior to the filing date.
The Shares include:
| (i) | up to 5,145,425 Shares of Common Stock that are issued and outstanding; |
| (ii) | up to 430,588 Shares issuable upon exercise of outstanding pre-funded common stock purchase warrants (the “Pre-Funded Warrants”), which were prepaid at issuance and carry a nominal exercise price of $0.01 per share. |
The offering of the Shares will be as set forth in the prospectus (the “Prospectus”) contained in the Registration Statement, as amended, and as supplemented from time to time.
In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such 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 certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| (i) | the 5,145,425 Shares of Common Stock referred to in clause (i) above have been duly authorized by the Company and are validly issued, fully paid and non-assessable shares of Common Stock; and |
| (ii) | the 430,588 Shares referred to in clause (ii) above have been duly authorized and reserved for issuance by the Company, and when issued and delivered by the Company upon exercise of the Pre-Funded Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable shares of Common Stock. |
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in 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, | |
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |