EX-5.1 2 ex_5-1.htm

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Exhibit 5.1

January 31, 2024

Expion360 Inc.

2025 SW Deerhound Avenue

Redmond, OR 97756

| Re: | Securities Registered under Registration Statement on Form S-1

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by Expion360 Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on the date hereof for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale, from time to time, of up to 1,781,978 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, pursuant to the terms of that certain Common Stock Purchase Agreement, dated December 27, 2023, by and between the Company and Tumim Stone Capital, LLC, a Delaware limited liability company (the “Equity Line Purchase Agreement”).

In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinion, we have relied upon the certificates of certain officers of the Company.

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 the Shares have been duly authorized by the Company and, when issued and delivered by the Company in the manner described in Equity Line Purchase Agreement, will be validly issued, fully paid and non-assessable.

We render this opinion only with respect to Chapter 78 of the Nevada Revised Statutes, and we express no opinion herein concerning the application or effect of the laws of any other jurisdiction.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement filed with the Commission as of the date hereof, and further consent to the use of our name under the caption entitled “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby 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 thereunder.

This opinion is intended solely for use in connection with the resale of the Shares pursuant to the Registration Statement, and may only be relied upon by you and by persons entitled by law to rely upon it pursuant to the applicable provisions of the federal securities laws. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

|  | Very truly yours,
|  | Stradling Yocca Carlson & Rauth LLP
|  | /s/ Stradling Yocca Carlson & Rauth LLP