Exhibit 1.1

CLEANSPARK, INC.

AMENDMENT NO. 1

TO

AT THE MARKET OFFERING AGREEMENT

March 28, 2024

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

As Manager

Ladies and Gentlemen:

Reference is made to that certain At the Market Offering Agreement, dated as of January 5, 2024 (the “Sales Agreement”), between CleanSpark, Inc., a corporation organized under the laws of Nevada (the “Company”), and H.C. Wainwright & Co., LLC (the “Manager”) with respect to the issuance and sale by the Company through or to the Manager, as sales agent and/or principal, from time to time of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”). All capitalized terms used in this Amendment No. 1 to the Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. From and after the date hereof (such date, the “March 2024 ATM Prospectus Supplement Filing Date”), all references to (i) the “Agreement” in the Sales Agreement and (ii) the Sales Agreement in any document related to the transactions contemplated by the Sales Agreement shall, in each case, be to the Sales Agreement as amended by this Amendment.

On the March 2024 ATM Prospectus Supplement Filing Date, the Company has filed or will file a Prospectus Supplement relating to the offering of an additional $800,000,000 of Shares of Common Stock (the “March 2024 ATM Prospectus Supplement”), to the base prospectus, dated January 5, 2024, contained in the registration statement on Form S-3 (Registration No. 333-276409).

Pursuant to Section 14 (Amendments; Waivers) of the Sales Agreement, the Company and the Manager (collectively, the “parties hereto”) agree as follows:

The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time, during the period commencing immediately following the March 2024 ATM Prospectus Supplement Filing Date (as defined in the Amendment) and continuing through the term of this Agreement (the “Term”) and on the terms set forth herein, up to the lesser of such number of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), that does not exceed (a) $800,000,000 of shares of Common Stock registered on the Registration Statement pursuant to the March 2024 ATM Prospectus Supplement, or (b) the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock) (the lesser of (a) and (b), the “Maximum Amount”).

Maximum Number of Shares. Under no circumstances shall the Company, during the Term and after the March 2024 ATM Prospectus Supplement Filing Date, cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate amount of Shares to be sold pursuant to this Agreement would exceed the lesser of (A) together with all Shares sold under this Agreement during the Term, the Maximum Amount, and (B) the amount authorized from time to time on or after the March 2024 ATM Prospectus Supplement Filing Date to be issued and sold under this Agreement by the Board, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager in writing.

[Signature Pages Follow]

2

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the Manager.

[Signature Page to Amendment No. 1 to the At-the-Market Offering Agreement]

[Signature Page to Amendment No. 1 to the At-the-Market Offering Agreement]

Exhibit 5.1

		Brownstein Hyatt Farber Schreck, LLP 702.382.2101 main 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106

March 28, 2024

CleanSpark, Inc.

10624 S. Eastern Ave., Suite A - 638

Henderson, Nevada 89052

To the addressee set forth above:

We have acted as local Nevada counsel to CleanSpark, Inc., a Nevada corporation (the “Company”), in connection with the transactions contemplated by that certain At The Market Offering Agreement, dated as of January 5, 2024 (the “Original Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC, as manager (the “Manager”), as amended by that certain Amendment No. 1 to At The Market Offering Agreement, dated as of the date hereof (the “Amendment”), by and between the Company and the Manager (the Original Sales Agreement, as amended by the Amendment, the “Amended Sales Agreement”), relating to the issuance and sale by the Company of that number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $800,000,000, all as more fully described in the base prospectus, dated January 5, 2024 (the “Base Prospectus”), contained in the Registration Statement on Form S-3 (File No. 333-276409) (as amended through and including the date hereof, the “Registration Statement”), as supplemented by the prospectus supplement, dated March 28, 2024 (together with the Base Prospectus, the “Prospectus”), each as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares as contemplated by the Amended Sales Agreement and as described in the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Amended Sales Agreement and the Registration Statement and the Prospectus.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the Amended Sales Agreement, including the form of Terms Agreement set forth therein (each, a “Terms Agreement”), (iii) the Company’s articles of incorporation and bylaws, each as amended to date (collectively, the “Governing Documents”), and (iv) such agreements, instruments, corporate records (including resolutions of the board of directors and any committee thereof) and other documents, or forms thereof, as we have deemed necessary or appropriate. For purposes of issuing this opinion letter, we have also obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) the statements of fact and all representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters, in each case as of the date or dates of such documents and as of the date hereof, (ii) the obligations of each party to any such document we examined are or will be its valid and binding obligations, enforceable in accordance with its terms; (iii) each natural person executing a document has, or when each Terms Agreement is signed will have, sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and any document submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (v) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; (vi) prior to any issuance of Shares, each Terms Agreement with respect to such Shares will have been duly executed and delivered by the Company and the other parties thereto in accordance with the Amended Sales Agreement; and (vii) after the issuance of any Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, plan, arrangement or otherwise, will not exceed the total number of shares of Common Stock then authorized under the Company’s articles of incorporation.

We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

www.bhfs.com            

CleanSpark, Inc.

March 28, 2024

Page 2

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been duly authorized by the Company and if, when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the Amended ATM Agreement and any relevant Terms Agreement (including payment in full of all consideration required therefor as prescribed thereunder), and as described in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP