Please wait

EXHIBITS 5.1 AND 23.2

 

Porter Wright

Morris & Arthur LLP

 41 South High Street

Suites 2800-3200

Columbus, Ohio 43215-6194

 

  Direct: 614-227-2059

Fax:  614-227-2100

Toll free:  800-533-2794 

 

February 6, 2026

 

Inuvo, Inc.

500 President Clinton Boulevard, Suite 300

Little Rock, AR 72201

 

Ladies and Gentlemen:

 

 

 

www.porterwright.com 

 

 

 

We have acted as counsel for Inuvo, Inc., a Nevada corporation (the “Company”), in connection with filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (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 a certain selling stockholder of up to 5,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which are issuable upon the conversation of a convertible note (the “Convertible Note”), as described in the prospectus forming a part of the Registration Statement (the “Prospectus”). All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

We have examined copies of the Registration Statement, the Prospectus, the Company’s Amended and Restated Articles of Incorporation, as amended, the Second Amended and Restated By-Laws, and the corporate actions taken to date in connection with the Registration Statement and the registration of the Sh. We have also examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed.

 

In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

 

Based on and subject to the foregoing, we are of the opinion that any Shares issuable upon conversion of the Convertible Note, when issued in accordance with the terms of the Convertible Note, will be validly issued, fully paid and nonassessable.

 

The opinions expressed herein are limited solely to: (i) the federal laws of the United States of America; and (ii) Chapter 78 of the Nevada Revised Statutes on Private Corporations (including the statutory provisions and all applicable provisions of the Nevada Constitution and the reported judicial cases interpreting those laws), in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.

 

 

 

 

February 6, 2026

Page 2

 

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur that could affect the opinions contained herein.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Porter Wright Morris & Arthur LLP

 

PORTER WRIGHT MORRIS & ARTHUR LLP