Exhibit 5.1

 

  Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

O: 650.493.9300
F: 650.493.6811

 

July 13 2023

 

HeartBeam, Inc.

2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by HeartBeam, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of an additional 7,750,487 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) that will be issued pursuant to the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”).

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

  Very truly yours,
   
  /s/ Wilson Sonsini Goodrich & Rosati, P.C.
   
  WILSON SONSINI GOODRICH & ROSATI
  Professional Corporation