Boardroom Alpha
S-1 primary document
CABR · Registration Statement (Form S-1) · Filed May 6, 2026

Caring Brands IncS-1 exhibit

ex5-1.htm

 

Exhibit 5.1

 

 

May 5, 2026

 

VIA ELECTRONIC TRANSMISSION

 

Caring Brands, Inc.

130 S Indian River Dr.

Suite 202 pbm# 1232

Fort Pierce, FL 34950

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Caring Brands, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.

 

The Registration Statement pertains to the registration for resale of up to 18,947,370 shares of the Company’s common stock, par value $0.001, by certain selling stockholders (the “Resale Shares”). We understand that the Resale Shares are to be sold, as described in the Registration Statement.

 

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 as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed, as of the date hereof. 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 the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance and sale of the Resale Shares has been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold in the manner described in the Registration Statement, the Resale Shares, will be validly issued, fully paid and non-assessable.

 

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the laws of the State of New York, and Chapter 78 of the Nevada Revised Statutes as currently in effect (based solely upon our review of a standard compilation thereof). This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.

 

We hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby 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/ Sichenzia Ross Ference Carmel LLP  

 

1185 AVENUE OF THE AMERICAS | 26TH FLOOR | NEW YORK, NY | 10036 T

(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 

 

 

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