January 22, 2026
BioAge Labs, Inc.
5885 Hollis Street, Suite 370
Emeryville, California 94608
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to BioAge Labs, Inc., a Delaware corporation (the “Company”), we deliver this opinion with respect to certain matters in connection with the offering by the Company of up to 5,897,435 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), including 884,615 shares of Common Stock subject to an underwriters’ option to purchase additional shares (collectively, the “Shares”) issued pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of January 21, 2026, by and between the Company and Goldman Sachs & Co. LLC, Piper Sandler & Co. and Citigroup Global Markets Inc. as representatives of the several underwriters named in Schedule 1 thereto. The Shares were registered pursuant to the Registration Statement on Form S-3 (File No. 333-290688) filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 2, 2025, as amended on November 5, 2025, and which became effective through operation of law on November 25, 2025, (including the documents or portions thereof incorporated by reference therein, as modified or superseded as described therein, and the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), the “Registration Statement”), including the prospectus dated November 25, 2025 included therein (the “Base Prospectus”) as supplemented by the final prospectus supplement dated January 21, 2026, filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The offering of the Shares by the Company pursuant to the Registration Statement, the Prospectus and the Underwriting Agreement is referred to herein as the “Offering.” This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
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
