Exhibit 5.1
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9275 W. Russell Road, Suite 240
Las Vegas, Nevada 89148
PH (702)
692-8026 | FX (702) 692-8075
fennemorelaw.com
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November 27, 2024
BioVie Inc.
680 West Nye Lane, Suite
201
Carson City, Nevada 89703
| Re: | BioVie Inc./Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as special
Nevada counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of
up to 7,711,613 shares (the “Shares”) of its Class A Common Stock, $0.0001 par value per share (the “Common Stock”)
on a registration statement on Form S-1 (the “Registration Statement”), as filed with the Securities and Exchange Commission
(the “Commission”) as of the date hereof in accordance with the Securities Act of 1933, as amended (the “Securities
Act”). Terms not otherwise defined herein have the meaning as ascribed to such terms in the Registration Statement.
The Shares are issuable
upon exercise by the Selling Stockholders of the Warrants as previously issued by the Company consisting of (a) Private Placement I Warrants
to purchase 4,443,000 shares of Common Stock; (b) Private Placement II Warrants to purchase 2,667,000 shares of Common Stock; (c) Placement
Agent I Warrants to purchase 97,440 shares of Common Stock; (d) Placement Agent II Warrants to purchase 91,373 shares of Common Stock;
(e) Placement Agent III Warrants to purchase 222,150 shares of Common Stock; (f) Placement Agent IV Warrants to purchase 133,350 shares
of Common Stock; and (g) Placement Agent V Warrants to purchase 57,300 shares of Common Stock.
For purposes of these opinions,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(a)
the Registration Statement;
(b)
form of the Private Placement I Warrants;
(c)
form of the Private Placement II Warrants;
(d)
form of the Placement Agent I Warrants;
BioVie Inc.
November 27, 2024
Page 2
(e)
form of the Placement Agent II Warrants;
(f)
form of the Placement Agent III Warrants;
(g)
form of the Placement Agent IV Warrants;
(h)
form of the Placement Agent V Warrants; and
(i)
certain resolutions and actions of the Board of Directors of the Company relating to the issuance of the Warrants and registration
of the Shares under the Securities Act, and such other matters as relevant.
We have obtained from officers
and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have
deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate documents,
records, certificates, and instruments (collectively with the documents identified in (a) through (i) above, the “Documents”)
as we deem necessary or advisable to render the opinions set forth herein.
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 Documents;
(f)
the execution, delivery, and performance by all parties of the Documents; and
(g)
that all Documents are valid, binding, and enforceable against the parties thereto.
We have relied upon the accuracy
and completeness of the information, factual matters, representations, and warranties contained in such Documents. We note that the Company
has reserved, and assume that it will continue to reserve, sufficient authorized shares of the Common Stock to allow for the issuance
of the Shares.
BioVie Inc.
November 27, 2024
Page 3
The opinions expressed below 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 for purposes of delivering these opinions expressed
herein or any changes in applicable law that may come to our attention after the date the Registration Statement is declared effective.
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 issuance of the Shares has been duly authorized and upon issuance in accordance with the Warrants in accordance with the terms thereof,
the Shares will be validly issued, fully paid, and nonassessable.
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, we express no opinion regarding the effect of the laws of any other jurisdiction
or state, including any federal laws. The opinions we express herein are limited solely to 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 hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal
Matters” in the Registration Statement. 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.
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Very truly yours,
/s/ Fennemore Craig, P.C.
Fennemore Craig, P.C.
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tmor/cdol
