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

 

Exhibit 5.1

 

Dentons Durham Jones Pinegar P.C.
111 South Main Street, Suite 2400
Salt Lake City, UT 84111
United States
 
dentons.com

 

July 21, 2025

 

FatPipe, Inc.

392 East Winchester Street, Fifth Floor

Salt Lake City, Utah 84107

 

Re: Registration Statement on Form S-8 (File No. 333-________)

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by FatPipe, Inc., a Utah corporation (the “Company”), with the Securities and Exchange Commission.

 

The Registration Statement relates to the registration of 475,000 shares of common stock, no par value per share, of the Company (the “Shares”). We understand that the Shares are to be issued 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. 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 of the Shares has been duly authorized by all necessary corporate action on the part of the Company and, when issued in the manner described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

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 corporate laws of the State of Utah (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.

 

 

 

 

FatPipe, Inc July 21, 2025

Page 2

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 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,
   
  Dentons Durham Jones Pinegar P.C.