Exhibit 5.1

18 November 2025

To:

Brera Holdings PLC

Connaught House

One Burlington Road

Dublin 4

D04 C5Y6

Re: Brera Holdings Public Limited Company – CRO No. 721923 (the Company)

Dear Sirs,

1. Introduction

We are instructed as Irish solicitors by the Board of Directors of the Company to provide certain Irish Law legal advice in connection with a registration statement on Form F-3 (File No. 333-276870) with an effective date of February 13, 2024 (the “Registration Statement”), including a Prospectus Supplement (the “ATM Prospectus”) dated November 18, 2025 related to an at-the-market offering of up to $98,500,000 of Class B Ordinary Shares (such Class B Ordinary Shares, the “ATM Shares”) filed with the U.S. Securities and Exchange Commission, relating to the shelf registration under the U.S. Securities Act of 1933, as amended (the “Transaction”).

This legal opinion is issued pursuant to the Legal Matters section of the Registration Statement and the Legal Matters section of the ATM Prospectus (the “Legal Opinion”).

In providing this Legal Opinion, we put you on express notice that we have reviewed only the documents listed in listed in Part 1 of Schedule 1 (each a “Document” and collectively, the “Documents”) and undertaken only the searches and enquiries in relation to the Company described in Part 2 of Schedule 1 (the Searches). We have reviewed no other documents and have undertaken no other searches or enquiries.

2. Opinions

Based only on our review of the Documents and upon the assumptions set out in Schedule 2, and subject to all applicable bankruptcy, insolvency, liquidation, examinership, re-organisation, moratorium and other laws relating to the enforcement of creditors' rights generally and the qualifications set out in Schedule 3, we are of the following opinions as at today’s date:

3 Reliance

This Legal Opinion is solely for your benefit, solely for the purpose of the ATM Prospectus and may be relied on only by you. It may not be relied on for any other purpose or disclosed to, used by or circulated to any other person without our prior written consent in each instance which consent shall be at our absolute discretion.

We consent to the filing of this Legal Opinion as an exhibit to the Report on Form 6-K filed by the Company on the date hereof and which is incorporated by reference into the ATM Prospectus and to the references to our firm under the captions “Legal Matters” and “Enforcement of Civil Liabilities” in the ATM Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 Commission promulgated thereunder. We accept no liability to any recipient to which this Legal Opinion is disclosed in breach of this part 3.

We have taken instructions solely from the Company for the purpose of preparing the Legal Opinion.

This Legal Opinion is given by Clark Hill Solicitors LLP and no partner, member, or employee assumes any personal responsibility for it or shall owe any duty of care in respect of it.

4 Scope

The opinions in this Legal Opinion are strictly limited to the matters stated in part 2 and do not extend to any other matters.

We express no opinion on any taxation matters whether connected with the Transaction or otherwise.

We express no opinion on matters of fact. We have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this Legal Opinion, or that no material facts have been omitted from such documents.

This Legal Opinion and any non-contractual obligation arising out of it is given only in relation to Irish law as applied by the Irish courts as at the date of this Legal Opinion. By giving this Legal Opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this Legal Opinion, or otherwise to update this letter in any respect.

We express no opinion on and have taken no account of the laws of any jurisdiction other than Ireland.

Yours faithfully 

SCHEDULE 1

PART 1

Documents

The Registration Statement,

The ATM Prospectus,

The Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. dated November 18, 2025 (the “Sales Agreement”),

A secretary and officer's certificate of the Company dated November 18, 2025 (the “Corporate Certificate”),

A written resolution of the board of directors of the Company dated November 17, 2025 (the “Board Resolution”),

Letter of Status from the Companies Registration Office dated November 17, 2025,

Companies Registration Office Printout dated November 18, 2025,

The certificate of incorporation of the Company (the “Charter”),

The Constitution of the Company,

The documents listed above are referred to as the “Documents” and individually a “Document”. 

PART 2

Searches

Searches made against Company by independent law searchers on our behalf on November 18, 2025:

SCHEDULE 2

Assumptions

The opinions in part 2 of this Legal Opinion are made based on the following assumptions which we have made without independent verification:

1. That the Documents are complete, properly under seal as and where required by law and the Company constitution, authentic and up-to-date and that all copy documents are complete and accurate copies of the originals without any amendment or modification, that unsigned or unexecuted documents reviewed by us will be duly executed in the same form as that reviewed by us, all signatures and seals on the Documents are genuine, that any natural person who has signed a document has capacity to do so and is the person authorised in the Board Resolution, each party to the Documents has the capacity, power and authority to execute the Documents to which it is a party and to exercise its rights and perform its obligations under the Documents to which it is a party and in each case the Document has been authorize, executed and delivered by and to the said parties and that no Transaction is subject to an escrow, equivalent or like arrangement.

2. That the ATM Shares will be issued and sold strictly in the manner and in the amounts provided for in the Documents.

3. The Documents constitute valid, legally binding and enforceable obligations of each of the parties under all applicable laws including where executed by electronic signature (other than Ireland)and to the extent that laws or regulations of any other jurisdiction may be relevant to parties and/or the Transaction such laws do not prohibit, and are not inconsistent with, the entry into and performance of any of the obligations created, rights given or transactions contemplated as part of the Documents.

4. That there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing on any of the matters opined on in this Legal Opinion, including the execution of the Documents.

5. That each of the statements made in the Corporate Certificate and each of the documents attached to the Corporate Certificate is true, accurate and complete as of the date of this Legal Opinion.

6. That the resolutions of the board of directors of the Company in the Board Resolution are accurately and completely recorded, have not been amended or rescinded and are in full force and effect.

7. That the provisions of the Documents do not breach and are not prohibited by or inconsistent with any other agreement or instrument binding on the Company, the directors of the Company acted in good faith, entered into the Documents for bona fide commercial reasons, on arm’s length terms and that it is in the interests of and will commercially benefit the Company to enter into the Documents and where a director has a personal interest, this has been declared to the directors of the Company.

8. The Company is able to pay its debts (within the meaning of section 570 of the Companies Act 2014) at the time of entering into the Documents and will not become unable to pay its debts as a result of doing so. The Company has not passed any resolution for its winding-up or dissolution and no proceedings have been commenced or steps taken for its winding-up or for the appointment of an administrator, a liquidator, or receiver in relation to the Company or any of its assets or revenue. No analogous procedure or step has been taken in any jurisdiction in relation to the Company.

9. That any and all authorisation, consent or approval from any public, administrative or governmental body required by the Company in any jurisdiction in relation to the transactions contemplated by the Documents has been obtained and the Company has complied, and will continue to comply, with any conditions attaching to such authorisations, consents or approvals.

10. That all ATM Shares to be issued and sold pursuant to the Transaction will have been issued and sold in compliance with all laws (other than Irish law), including applicable federal and state securities laws of the United States of America in the manner provided for in the Documents.

11. That the Company its servants, employees and agents were not induced by and did not themselves seek to induce any other party by means of, bad faith, fraud, misrepresentation, coercion, duress, undue influence or any similar circumstance the entering into of the Documents, and none of the parties is or will be seeking to achieve any benefit or purpose not apparent from the Documents which might render any of them illegal, void or unenforceable and there are no undisclosed agreements or arrangements in existence which in any way amend, or vary the terms of the Documents or the respective rights and interests of the parties to them that could affect the conclusions in this Legal Opinion.

12. That the representations and warranties by any of the parties to the Documents are and will, when made and/or repeated or when deemed made and/or repeated, in each case, be true, complete and accurate in all material respects.

13. That, the Company is not giving any financial assistance for the purposes of acquiring shares in the Company and for the purposes of section 239 of the Irish Companies Act 2014, the Company is not:

to or provided for or in connection with a person who is a director of the Company or of its holding company or to or for a person connected with such director.

14. That the information disclosed by the Searches is true, accurate, complete and up to date in all respects. There is no information which should have been disclosed by those Searches or otherwise that has not been disclosed for any reason and there has been no alteration in the status or condition of the Company since the date that those Searches were made and that there is no other fact, matter or document which would, or might, affect this Legal Opinion that was not revealed by the Documents or the Searches made.

15. That the shares in the capital of the Company will not be listed or admitted to trading on any stock exchange or public market other than under the listing arrangements disclosed.

16. Any non-cash asset accepted as consideration by the Company for the issue of ATM Shares has been appropriately valued and section 1029(4) of the Irish Companies Act 2014 does not apply to any such consideration, the value of the consideration accepted by the Company will equate to the nominal value plus the share premium when issued and no person has made a statement to which section 1030(4) of the Irish Companies Act 2014 applies that is, a statement which is false or misleading as to the value of such consideration.

17. The parties have complied (and will continue to comply) with all applicable anti-terrorism, anti-corruption, anti-money laundering and human rights laws and regulations and there is nothing in the Transaction that is inconsistent with all such laws and regulations.

18. That the Irish Takeover Panel Rules, as in force at the date of this Legal Opinion, have been duly complied with in all material respects by all relevant parties, and that no waiver, dispensation, derogation, or determination of the Irish Takeover Panel applies to the matters considered herein, other than as expressly disclosed to us.

19. That the Irish Takeover Panel will exercise its functions and exercise its functions in a lawful, rational and non-arbitrary manner, and will not vary, revoke, reinterpret or otherwise alter its published rules or practice in a way that would materially affect the conclusions expressed in this Legal Opinion.

20. The accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us.

SCHEDULE 3

Qualifications

The opinions in part 2 of this Legal Opinion are made subject to the following qualifications: