EX-5.1 4 ea026132701ex5-1_smart.htm OPINION OF MCLAUGHLIN & STERN, LLP

Exhibit 5.1

McLaughlin & Stern, llp

FOUNDED 1898

STEVEN W. SCHUSTER

Partner

sschsuter@mclaughlinstern.com

(212) 448-6216

RICHARD XU

Partner

RXu@mclaughlinstern.com

(212) 448-6233

260 Madison Avenue

New York, New York 10016

(212) 448–1100

FAX (212) 448–0066

www.mclaughlinstern.com

New York, New York

Millbrook, New York

Garden City, New York

Westport, Connecticut

West Palm Beach, Florida

Westfield, New Jersey

October 15, 2025

Smart Powerr Corp.

4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaan Xi Province, China 710075

Re:	Smart Powerr Corp. - Registration Statement on Form S-8

Dear Sirs:

You have requested our opinion with respect to certain matters in connection with the filing by Smart Powerr Corp, a Nevada corporation (the “Company”), of a Registration Statement on Form S-8 (as may be amended or supplemented, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 290,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share pursuant to the Smart Powerr Corp. 2025 Inducement Award Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the Shares to be registered as set forth above represent the number of additional shares that are issuable pursuant to the Plan. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

Mclaughlin & Stern, llp

In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. For purposes of this opinion, we have assumed that such proceedings to be taken in the future will be timely completed in the manner presently proposed and that the terms of each issuance will otherwise be in compliance with law. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. 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. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinion, we have relied upon the certificates of certain officers of the Company.

Based on the foregoing, we are of the opinion that the Shares are duly authorized, and when issued and sold in accordance with the terms of the Plan and in the manner described in the Registration Statement, and the related agreements, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

This opinion is intended solely for use in connection with the issuance and sale of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

	Very truly yours,

	/s/ McLaughlin & Stern LLP

	McLaughlin & Stern LLP