EX-5.1 2 ex5-1.htm EX-5.1

 

Exhibit 5.1

 

LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

 

T - (732) 395-4400

F- (732) 395-4401

__________________

 

 

 

 

May 30, 2025

 

Mangoceuticals, Inc.

15110 N. Dallas Parkway, Suite 600

Dallas, Texas 75248

 

111 Broadway

Suite 807

New York, NY 10006

 

T - (212) 417-8160

F - (212) 417-8161

__________________

www.lucbro.com

 

RE: Mangoceuticals, Inc.’s Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to you, Mangoceuticals, Inc., a Texas corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof (the “Registration Statement”), for a proposed offering of: (i) 1,631,009 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), consisting of (a) 550,000 shares of Common Stock issued upon conversion of 750 shares of the Company’s Series B Convertible Preferred Stock (“Series B Preferred Stock”); (b) 376,009 shares of Common Stock issued to certain institutional accredited investors (with 70,000 shares purchased at a price per share of $1.50; 70,454 shares purchased at a price per share of $1.65; 155,555 shares purchased at a price per share of $2.25; and 80,000 shares purchased at a price per share of $2.50); (c) 100,000 shares of Common Stock issued upon conversion of a $150,000 convertible promissory note dated December 13, 2024 and converted into shares of Common Stock on January 15, 2025 at a price per share of $1.50; and (d) 305,000 shares of Common Stock owned by Jacob Cohen, the Company’s Chief Executive Officer; (ii) 1,960,709 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of warrants (with 1,650,000 at an exercise price of $1.50 per share; 275,482 at an exercise price of $1.815 per share, and; 35,227 at an exercise price of $3.00 per share (the “Warrants”); (iii) 476,667 shares of Common Stock (the “Series B Shares”) issuable upon conversion of 650 shares of Series B Preferred Stock with each share having a stated value of $1,100 and having a conversion price of $1.50 per share; and (iv) 393,333 shares of Common Stock (the “Note Shares”) issuable upon conversion of the $500,000 Amended and Restated Convertible Promissory Note dated May 27, 2025 with an effective date as of April 15, 2025 (the “Note”) with a fixed conversion price of $1.50 per share.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) the Certificate of Formation and Bylaws of the Company, each as amended and/or restated as of the date hereof; (b) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Shares, and related matters; (c) the Registration Statement and all exhibits thereto, (d) the Notes and Warrants; and (e) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

 

 

 

 

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:

 

(i)

the Shares are validly issued, fully paid and non-assessable;

 

(ii) the Warrant Shares have been duly authorized by the Company, and when issued and delivered by the Company upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable;
   
(iii)

the Series B Shares have been duly authorized by the Company, and when issued upon the conversion of the Series B Preferred Stock pursuant to the terms and conditions of the Company’s Certificate of Designation of Series B Preferred Stock and Certificate of Formation, will be validly issued, fully paid and nonassessable; and

 

(iv)

the Note Shares have been duly authorized by the Company, and when issued and delivered by the Company upon the conversion of the Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

 

The opinion expressed herein is limited to the laws of the State of Texas and the State of New York. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

 

This opinion letter is qualified to the extent that the enforceability of any applicable agreement, document, or instrument discussed herein may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.

 

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within 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/ Lucosky Brookman LLP
  Lucosky Brookman LLP