Document

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

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 aggregate of 1,900,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) 1,165,000 Shares reserved for future issuance under the Company’s 2022 Equity Incentive Plan (the “Plan”), and (ii) 735,000 Shares reserved for issuance pursuant to options outstanding under 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.