Expion360 (XPON) POS AMProspectus update (post-effective amendment)

 Exhibit 5.1

Parr Brown Gee & Loveless, PC

101 South 200 East, Suite 700

Salt Lake City, Utah 84111

April 21, 2023

The Board of Directors

Expion360 Inc.

2025 SW Deerhound Ave

Redmond, Oregon 97756

Ladies and Gentlemen:

We have acted as counsel to Expion360 Inc., a Nevada corporation (the “Company”), in connection with the Post-Effective Amendment No. 1 to Form S-1 on Form S-3, File No. 333-262285 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof, under the Securities Act of 1933, as amended (the “Securities Act”).

The Registration Statement relates to the offer and sale of up to 546,976 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), as described in the Registration Statement. The Shares are comprised of 25,151 shares of common stock (the “Issued Shares”) that have been issued and 521,825 shares of common stock (the “Warrant Shares”) that are issuable upon exercise of the warrants (the “Warrants”) granted to the selling stockholders named in the Registration Statement pursuant to financing documents (the “Financing Documents”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, (i) the articles of incorporation and bylaws of the Company as are currently in effect; (ii) copies of the Financing Documents (iii) resolutions of the board of directors of the Company authorizing the Financing Documents; (iv) a certificate of the Company as to certain factual matters, including adoption of certain resolutions of the board of directors and shareholders; and (v) a form of the share certificate representing the common stock of the Company.

As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies.

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

In rendering our opinion, we have relied on the applicable laws of the State of Nevada, as those laws presently exist and as they have been applied and interpreted by courts having jurisdiction within the State of Nevada.  We express no opinion as to the laws of any other jurisdiction.

This opinion letter speaks as of its date.  We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter).  This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and consent to the reference of our firm under “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby 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 Securities and Exchange Commission thereunder.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.