ex_957442.htm

EX-5.1 3 ex_957442.htm EXHIBIT 5.1 ex_957442.htm

Exhibit 5.1

May 6, 2026

HighPeak Energy, Inc.

421 W. 3^rd Street, Suite 1000

Fort Worth, Texas 76102

Ladies and Gentlemen:

We have acted as counsel to HighPeak Energy, Inc. (HPK), a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the offer and sale from time to time (the “Offering”) by the Company of shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), with an aggregate sales price of up to $150,000,000, which may be offered and sold from time to time pursuant to the Sales Agreement, dated as of May 6, 2026 (the “Sales Agreement”), among the Company, Roth Capital Partners, LLC, (the “Lead Agent”) and USCA Securities (“USCA,” and together with the Lead Agent, the “Agents” and each, an “Agent”). The Placement Shares will be offered for sale pursuant to a prospectus supplement dated May 6, 2026 (the “Prospectus Supplement”), that will be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) on or after May 6, 2026, to a prospectus dated November 25, 2025 (as amended and supplemented by the Prospectus Supplement, the “Prospectus”) that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-291266), filed with the SEC on November 5, 2025 (the “Registration Statement”), and having become effective in accordance with the rules and regulations of the SEC on November 25, 2025.

In rendering the opinions set forth below, we have reviewed (i) the Sales Agreement; (ii) the Registration Statement; (iii) the Prospectus Supplement; (iv) the Prospectus; (v) the Second Amended and Restated Certificate of Incorporation of the Company; (vi) the Second Amended and Restated Bylaws of the Company; (vii) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Offering, the Sales Agreement and related matters, including those resolutions authorizing certain officers of the Company to, among other things, effect sales under the Sales Agreement; and (vii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed such questions of law as we considered appropriate. As to matters of fact relevant to the opinions expressed below, and as to factual matters arising in connection with our review of corporate documents, records and other documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

For purposes of rendering the opinions set forth below, we have made the following assumptions:

(i)

each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine;

Vinson & Elkins LLP Attorneys at Law

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May 6, 2026 Page 2

(ii)

each person signing the documents that we reviewed has the legal capacity and authority to do so;

(iii)

each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete;

(iv)

no stop orders suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Placement Shares are offered or issued as contemplated by the Registration Statement and the Prospectus;

(v)

all Placement Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, Prospectus, Prospectus Supplement and Sales Agreement; and

(vi)

the Sales Agreement has been duly authorized and validly executed and delivered by the Agents and constitutes a legal, valid and binding obligation of the Agents, and each Agent has the requisite organizational and legal power and authority to perform its obligations under the Sales Agreement.

Based on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Placement Shares to be issued and sold by the Company as contemplated by the Sales Agreement have been duly authorized for issuance and, when issued and delivered against payment therefore in accordance with the Sales Agreement, will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited in all respects to the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America as in effect on the date hereof, and we undertake no duty to update or supplement the foregoing opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, to be filed on or about the date hereof, and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.