Exhibit 5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

PROFESSIONAL CORPORATION

May 16, 2014

VirnetX Holding Corporation

308 Dorla Court, Suite 206

Zephyr Cove, Nevada

Re:  Registration Statement on Form S‑8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by VirnetX Holding Corporation, a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 7,081,961 shares of Common Stock reserved for issuance under the 2013 Equity Incentive Plan (the “2013 Plan”), which consist of (a) 2,500,000 shares of common stock initially available for future grant under the 2013 Plan and (b) up to 4,581,961 shares of common stock from the expiration, termination, forfeiture or repurchase of awards granted under the 2007 Stock Plan (“2007 Plan”).

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid, and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation