Exhibit 5.1
May 29, 2026
Bullfrog AI Holdings, Inc.
325 Ellington Blvd
Unit 317
Gaithersburg, MD 20878
RE: BullFrog AI Holdings, Inc. Offering
Ladies and Gentlemen:
We have acted as counsel to BullFrog AI Holdings, Inc., a Nevada corporation (the “Company”), and are rendering this opinion in connection with its filing with the Securities and Exchange Commission (the “Commission”), of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended, (the “Act”) up to 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”).
We have examined the following documents: (i) the Registration Statement (ii) the purchase agreement, dated September 15, 2025, by and between the Company and Lincoln Park Capital Fund, LLC (the “Purchase Agreement”); (iii) certain resolutions of the Board of Directors of the Company; (iv) the Amended and Restated Articles of Incorporation of the Company, filed with the Nevada Secretary of State on February 18, 2020 (the “Certificate”); (v) the Amended Bylaws of the Company, as amended (the “Bylaws”); (vi) such other corporate records, agreements, documents and instruments; and (vii) such certificates or comparable documents of public officials and other sources, believed by us to be reliable, and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
Bullfrog AI Holdings, Inc.
May 29, 2026
Page 2
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance and, when delivered and paid for in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock.
We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of Nevada. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to this Registration Statement and to the use of our firm’s name under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not 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 thereunder.
Sincerely yours,
/s/ Ballard Spahr LLP