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EXHIBIT 5.1

 

SKLAR WILLIAMS

______ PLLC ______

LAW OFFICES

410 South Rampart Boulevard, Suite 350

Las Vegas, Nevada 89145

(702) 360-6000 • Fax: (702) 360-0000

 

January 7, 2025

 

VIA ELECTRONIC TRANSMISSION

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

 

Re:

GBank Financial Holdings Inc.;

Registration on Form S-1

 

 

Ladies and Gentlemen:

 

We have acted as counsel to GBank Financial Holdings Inc., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration, offer and resale of up to 1,081,081 shares of common stock, par value $0.0001 per share, of the Company, by certain selling stockholders of the Company (the “Offering”).

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

Based on our examination mentioned above, we are of the opinion that the 1,081,081 shares of common stock being sold by certain selling stockholders of the Company in the Offering are duly authorized, legally and validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

 

 

Very truly yours,

 

 

 

 

 

/s/ Sklar Williams PLLC

 

 

 

 

 

Sklar Williams PLLC