Exhibit 5.1
October 26, 2022
Board of Directors
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, NY 12206
Re: Soluna Holdings, Inc. – Prospectus Supplement dated October 26, 2022
Ladies and Gentlemen:
We have acted as special Nevada counsel to Soluna Holdings, Inc., a Nevada corporation (the “Company”), in connection with the filing of a Prospectus Supplement to the Registration Statement on Form S-1 (the “Registration Statement”) filed on December 16, 2021, by the Company with the Securities and Exchange Commission. The Prospectus Supplement relates to the sale of up to an aggregate of 1,597,222 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, which includes up to 208,333 shares that may be issued and sold pursuant to the over-allotment option, by the Company pursuant to an underwriting agreement between the Company and Univest Securities, LLC, dated October 24, 2022.
As counsel to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering this opinion. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Based upon such examination, it is our opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company and upon their issuance, delivery and payment therefor in the manner contemplated by the Registration Statement will be validly issued, fully paid and non-assessable.
No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement. In connection with this opinion, we have relied on oral or written statements and representations of officers or other representatives of the Company and others. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.
This opinion is given as of the date hereof. We assume no obligation to advise you of changes that may hereafter be brought to our attention.
We consent to the inclusion of this opinion as an exhibit to the Prospectus Supplement and further consent to all references to us under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not 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.
| | Very truly yours, |
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| | /s/ Parsons Behle & Latimer |
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| | PARSONS BEHLE & LATIMER |
