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Exhibit 5.1

 

 

1271 Avenue of the Americas | New York, NY 10020
blankrome.com

 

December 12, 2025

 

Adial Pharmaceuticals, Inc.
4870 Sadler Road, Ste 300
Glen Allen, VA 23060

 

Re: Adial Pharmaceuticals, Inc. Registration Statement on Form S-1

 

Dear Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the resale of an aggregate of 13,823,512 shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Adial Pharmaceuticals, Inc. (the “Company”). The Warrant Shares are issuable upon the exercise of Series F Common Stock Purchase Warrants (the “Warrants”) issued to a certain holder (the “Selling Stockholder”) of existing warrants in a warrant inducement private placement transaction (the “Warrant Inducement”) pursuant to the terms of a warrant inducement agreement, dated November 25, 2025 (the “Inducement Agreement”) between the Company and the Selling Stockholder. The Warrant Inducement closed on November 28, 2025.

 

As counsel to the Company, we have examined the Registration Statement and the Warrants and the originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the filing of the Registration Statement as it relates to the Warrant Shares.

 

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) Warrants; (iii) resolutions adopted by the Board of Directors of the Company; (iv) the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”); and (v) such other corporate records, agreements, certificates, including, but not limited to, certificates or comparable documents of public officials and of officers and representatives of the Company, statutes and other instruments and documents as we considered relevant and necessary as a basis for the opinion hereinafter expressed.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that the Company will, at the time of any issuance of the Warrant Shares have a sufficient number of authorized but unissued shares of Common Stock pursuant to its Certificate of Incorporation to so issue the relevant number of Warrant Shares and such Warrant Shares will be issued for not less than the par value of the Common Stock.

 

Based upon and subject to the foregoing, we are of the opinion that the Warrant Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Warrants, including the payment of the exercise price therefor, will be validly issued, fully paid and nonassessable.

 

We express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware (including all related provisions of the Delaware Constitution and all reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) and the federal laws of the United States of America, as in effect on the date hereof.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving our 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/ BLANK ROME LLP
  BLANK ROME LLP