Exhibit 5.1

1271 Avenue of the Americas |New York, NY 10020

blankrome.com

March 11, 2024

Scorpius Holdings, Inc.

22211 W Interstate 10, Suite 1206

San Antonio, Texas 78257

Dear Ladies & Gentlemen:

This opinion is being furnished to you in connection with the issuance of 10,000,000 shares (the “Shares”) of common stock of Scorpius Holdings, Inc., a Delaware corporation (the (“Company”), par value $0.0002 per share (the “Common Stock”). The Shares are included in: a Registration Statement on Form S-3 (File No. 333-251255) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of, among other things, shares of Common Stock, which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an indeterminate aggregate offering price, as set forth in the Registration Statement and the base prospectus contained therein, and declared effective by the Commission on December 22, 2020, including a base prospectus, dated December 22, 2020, that was included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), as supplemented by a preliminary prospectus supplement, filed on March 7, 2024 (the “Preliminary Prospectus”) and a final prospectus supplement, dated March 7, 2024, to the Base Prospectus (together with the Base Prospectus and the Preliminary Prospectus, the “Prospectus”) filed with the Commission on March 11, 2024 pursuant to Rule 424(b)(5), related to the issuance and sale of the Shares. The Shares are to be issued and sold by the Company pursuant to an Underwriting Agreement (the “Agreement”), dated March 7, 2024, entered into by and between the Company and ThinkEquity, LLC, as representative of the several underwriters named therein, a copy of which is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on the date hereof.

In our capacity as counsel to the Company, we have examined the original or certified copies of such records of the Company and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant and necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us as conformed or photostat copies. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others.

Based upon the foregoing, it is our opinion that the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Agreement, the Shares will be validly issued, fully paid and non-assessable.

We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution and all applicable judicial and regulatory determinations. This opinion is limited to the laws of the State of Delaware as in effect on the date hereof, and we express no opinion with respect to the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on the date hereof. We also hereby consent to the use of our name as your counsel under “Legal Matters” in the Prospectus. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder.