October 2, 2025
BioAge Labs, Inc.
5885 Hollis Street, Suite 370
Emeryville, CA 94608
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to BioAge Labs, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 2, 2025 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of an aggregate of 2,227,124 shares of common stock, par value $0.00001 per share (the “Shares”), for offer and resale by the selling stockholder described and listed in the Registration Statement (the “Selling Stockholder”). The Shares may be sold from time to time by the Selling Stockholder as set forth in the Registration Statement and the prospectus contained within the Registration Statement (the “Prospectus”).
As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinions set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.
The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.
In connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the issuance and delivery of the Shares there will not have occurred any change in the law or the facts affecting the validity of the Shares, (ii) at the time of the offer, issuance and sale of the Shares, no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, (iii) no future amendments will be made to the Company’s current certificate of incorporation, as amended from time to time, or the Company’s bylaws that would be in conflict with or inconsistent with the Company’s
