Exhibit 5.1

November 14, 2023

Rezolute, Inc.

275 Shoreline Drive, Suite 500

Redwood City, CA 94065

Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Rezolute, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company from time to time of up to $200,000,000 (or its foreign currency equivalent) aggregate offering price of (i) its debt securities (the “Debt Securities”), to be issued under an indenture (as it may be supplemented or amended from time to time, an “Indenture”) to be entered into between the Company and the trustee named therein (the “Trustee”), (ii) shares of its common stock, par value $0.001 per share (the “Common Stock”), (iii) shares of its preferred stock, par value $0.001 per share (the “Preferred Stock”), (iv) warrants to purchase Debt Securities, Common Stock, or Preferred Stock (the “Warrants”), (v) rights to purchase Debt Securities, Common Stock, Preferred Stock, Warrants, Purchase Contracts or Depositary Shares (the “Rights”), (vi) purchase contracts for the purchase or sale of Debt Securities, Common Stock, Preferred Stock, or Depositary Shares (the “Purchase Contracts”), (vii) depositary shares representing Preferred Stock evidenced by depositary receipts (the “Depositary Shares”), and (viii) units consisting of any combination of Debt Securities, Common Stock, Preferred Stock, Warrants, Rights, Purchase Contracts and Depositary Shares (the “Units” and, together with the Debt Securities, Common Stock, Preferred Stock, Warrants, Rights, Purchase Contracts, and Depositary Shares, the “Securities”), including any Securities issuable upon conversion, exchange or exercise of the Securities or settlement of the Purchase Contracts. The Debt Securities will be issued under an indenture (as it may be supplemented or amended from time to time, the “Indenture”), to be entered into between the Company and the trustee named therein, as trustee (the “Trustee”), the form of which is attached to the Registration Statement as Exhibit 4.6.

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements and instruments, that such agreements and instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements and instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

Rezolute, Inc.

November 14, 2023

Page 2

Based on the foregoing, and assuming that (i) the Registration Statement and all amendments thereto (including post-effective amendments) will have become effective under the Securities Act and will continue to be so effective, (ii) a prospectus supplement to the prospectus contained in the Registration Statement, describing the Securities offered thereby, will have been prepared and filed with the Commission under the Securities Act, (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement, (iv) with respect to any newly-issued shares of Common Stock or Preferred Stock to be offered by the Company pursuant to the Registration Statement, there will be sufficient shares of Common Stock or Preferred Stock, as applicable, authorized under the organizational documents of the Company and not otherwise reserved for issuance, (v) the organizational documents of the Company, each as amended as of the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of our opinions set forth below, (vi) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance, sale or delivery of such Security, nor the compliance by the Company with the terms of such Security, (a) will violate (1) any applicable law or (2) the organizational documents of the Company or (b) will result in a violation or breach of (1) any provision of any instrument or agreement then binding upon the Company or any of its assets or (2) any restriction imposed by any court or governmental body having jurisdiction over the Company or any of its assets, (vii) any applicable purchase, underwriting or similar agreement, and any other applicable agreement with respect to any Securities offered or sold, will have been duly authorized and validly executed and delivered by the Company and (viii) any Securities issuable upon conversion, exchange, exercise or settlement of any Security being offered or sold will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, exercise or settlement, we are of the opinion that:

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November 14, 2023

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Rezolute, Inc.

November 14, 2023

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November 14, 2023

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Our opinions set forth above are subject to the following qualifications and exceptions:

Rezolute, Inc.

November 14, 2023

Page 6

We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on a Security would be required to render that judgment in the foreign currency or currency unit in which the Security is denominated, and the judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

Our opinions expressed above are limited to the laws of the States of Nevada and New York, and the federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are 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.

AWE/DMM/JKB