Exhibit 5.1

	50 West Liberty Street, Suite 1000, Reno NV 89501 Phone: 775.323.1980
	3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Phone: 702.387.6073
	ShermanHoward.com

December 15, 2023

Smart for Life, Inc.

990 South Rogers Circle

Suite 3

Boca Raton, Florida 33487

Re: Smart for Life, Inc./Registration Statement on Form S-

Ladies and Gentlemen:

We have acted as special Nevada counsel to Smart for Life, Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of 1,819,777 shares (the “Shares”) of common stock, $0.0001 par value per share, to be sold by certain stockholders (the “Selling Stockholders”) of the Company under a Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), as filed with the Securities and Exchange Commission (the “Commission”). The Shares are issuable upon exercise of certain Common Stock Purchase Warrants (the “Warrants”) issued by the Company on December 4, 2023.

For purposes of these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the Registration Statement;

(b) the Articles of Incorporation of the Company as filed with the Secretary of State of Nevada on April 10, 2023, and amended by that certain Certificate of Amendment to Articles of Incorporation of Company as filed with the Secretary of State of Nevada on April 19, 2023, that certain Certificate of Change Pursuant to NRS 78.209 as filed with the Secretary of State of Nevada on July 28, 2023, and that certain Certificate of Change Pursuant to NRS 78.209 as filed with the Secretary of State of Nevada on October 25, 2023;

(c) the Bylaws of the Company as adopted on April 10, 2023;

(d) Form of the Common Stock Purchase Warrant;

(e) resolutions of the Board of Directors related to issuance of the Warrants, authorization of the Company to execute and deliver agreements and perform its obligations under the agreements related to the issuance of the Warrants, and registration of the Shares under the Securities Act; and

(f) such other corporate records of the Company, certificates, and forms of agreements and instruments as relevant related to the issuance and the registration of the Shares under the Securities Act as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

December 15, 2023
Page 2

In our examination, we have assumed:

(a) the legal capacity of all natural persons executing the documents;

(b) the genuineness of all signatures on the documents;

(c) the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies;

(d) that the parties to such documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;

(e) other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the parties to such documents; and

(f) the execution and delivery by all parties of the documents and that all such documents are valid, binding, and enforceable against the parties thereto.

On the basis of the foregoing and in reliance thereon, and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized, and upon issuance upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid, and non-assessable

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date the Registration Statement is declared effective.

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal securities laws related to the issuance and sale of the Shares.

We hereby consent to the use of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus forming a part thereof and any supplement thereto. 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 Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Sherman & Howard L.L.C.

SHERMAN & HOWARD L.L.C.