Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

May 28, 2026

VIA ELECTRONIC MAIL

Rocket One Inc.

720 Monroe Street, Suite E514

Hoboken, NJ 07030

Re: At-The-Market Offering pursuant to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Rocket One Inc., a Nevada corporation (the “Company”), in connection with the sale through H.C. Wainwright & Co., LLC (the “Manager”) as the sales agent from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $2,661,176 (the “Shares”), to be issued pursuant to a registration statement on Form S-3 (No. 333-291566) filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 17, 2025 (as amended, the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement dated April 16, 2026, filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”) and together with the Base Prospectus, the “Prospectus”), and that certain At-The-Market Sales Agreement, dated as of November 8, 2024, by and between the Company and the Manager (the “Offering Agreement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is effective under the Act.

In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Prospectus, the Company’s articles of incorporation and bylaws, each as currently in effect, the Agreement, and such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed: the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies, including facsimile, electronic, certified or photostatic copies; the authenticity of the originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we relied upon statements and representations of officers and other representatives of the Company and others and of public officials and have not independently verified such facts.

We express no opinion to the extent that future issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares of Common Stock outstanding or issuable upon conversion or exercise of outstanding securities of the Company to exceed the number of Shares then issuable under the Agreement.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, when the Shares are delivered to and paid for in accordance with the terms of the Agreement, the Registration Statement and the Prospectus, and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and non-assessable.

In rendering the foregoing opinion, we assumed that (i) the Company will comply with all applicable requirements in the Nevada Revised Statutes (the “NRS”) regarding uncertificated shares, and the transfer agent therefor will register the purchaser of any uncertificated shares as the registered owner thereof in its stock transfer books and records, (ii) each sale of the Shares will be duly authorized by the Company’s board of directors or a duly authorized committee thereof in accordance with the NRS, and (iii) upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock the Company is then authorized to issue under its articles of incorporation.

The opinion which we render herein is expressly limited solely with respect to the laws of the State of Nevada and is based on such laws as in effect on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and we express no opinion and provide no assurance with respect to any other laws or as to compliance with any federal or state securities law, rule or regulation.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on or about the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm in the “Legal Matters” section in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations under the Act.

This opinion is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.

Exhibit 99.1

Rocket One Accepted into AMD AI Developer Program to Advance Simulation of Next-Generation Nanomagnetic AI Accelerator Architecture for

AI, Defense and Space Applications

Access to AI Developer Cloud Resources is Expected to be Utilized to Support Modeling of Energy-Efficient Semiconductor Technologies for AI, Defense and Space Applications

HOBOKEN, NJ — May 28, 2026 — Rocket One Inc. (“Rocket One” or the “Company”) (NASDAQ: RKTO), a company focused on developing and commercializing next-generation AI semiconductor acceleration and radiation-tolerant computing technologies for defense and space applications, today announced its acceptance into the AMD AI Developer Program operated by Advanced Micro Devices, Inc.

The program provides Rocket One with access to AI development resources, potential cloud computing credits, technical training, and developer tools designed to support the development and simulation of advanced AI workloads and accelerator architectures.

Rocket One intends to utilize the program resources to support early-stage software modeling and simulation efforts related to its licensed nanomagnetic and spintronic semiconductor technologies targeting next-generation artificial intelligence computing systems.

“The economics of semiconductor innovation are changing,” said Robb Knie, Chief Executive Officer of Rocket One. “Historically, developing advanced computing architectures required enormous upfront infrastructure spending before meaningful validation could occur. Access to modern AI cloud infrastructure and simulation resources allows emerging technology companies to evaluate and refine advanced architectures earlier and more efficiently.”

The Company believes simulation and modeling capabilities are an important component of evaluating novel computing approaches designed to address growing global demand for AI processing performance, energy efficiency, and edge-computing applications.

Rocket One’s broader strategy is focused on the development and commercialization of next-generation computing technologies for artificial intelligence, autonomous systems, defense infrastructure, and space-based computing environments.

The Company recently holds exclusive rights to patent applications for semiconductor technologies involving nanomagnetic and spintronic computing architectures designed to improve computational efficiency and reduce energy consumption in AI-related workloads. The Company believes these technologies may have future applicability in AI acceleration, edge inference systems, autonomous platforms, and radiation-tolerant computing environments.

About AMD AI Developer Program

The AMD AI Developer Program provides participants access to AMD Developer Cloud resources, computing infrastructure, training materials, and community support to assist in developing and optimizing AI applications. Participation in the program consists of enrollment in AMD’s developer ecosystem, which is offered without charge and is generally available to developers interested in building or optimizing AI projects using AMD technology.

About Rocket One Inc.

Rocket One Inc. is focused on developing and commercializing infrastructure for the orbital economy, including next-generation nanomagnetic AI chip technology designed for radiation-tolerant, energy-constrained environments such as low-Earth orbit, deep-space platforms, and defense systems. The Company holds exclusive rights to certain technologies, including a nanomagnetic matrix multiplier architecture intended as a hardware accelerator for machine learning and AI workloads, and related magnetic memory technology with potential applications in radiation-tolerant computing for defense and space systems. The Company is also positioned to pursue opportunities in nano-launch systems and nanosatellite deployment. The Company’s biotechnology pipeline, including, but not limited to, HT-001, HT-KIT, HT-ALZ, and its GDNF-based metabolic program, will continue to be advanced under a wholly owned subsidiary.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s strategic repositioning, the development potential of the licensed technologies, the suitability of those technologies for orbital, defense, and other applications, anticipated future operations and market opportunities. You should not place reliance on these forward-looking statements, which include words such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” or similar terms, variations of such terms, or the negative of those terms. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to numerous risks and uncertainties, including, without limitation: the early-stage nature of the licensed technologies, which have not been fabricated as integrated devices, validated in space environments, or qualified for any commercial or government program, and the absence of any commercial product; the substantial additional capital the Company will require to fabricate, test, and qualify the licensed technologies, including for radiation tolerance and space deployment; the long development timelines associated with novel semiconductor and materials platforms; competition from larger, better-funded and well recognized companies in the semiconductor, AI hardware, space, and defense computing sectors; the Company’s ability to recruit qualified leadership and technical personnel in nanomagnetic devices, semiconductor engineering, and aerospace systems; the Company’s ability to comply with diligence milestones under the Virginia Commonwealth University license agreements, the failure of which could result in loss of license rights; intellectual property risks; export control and government contracting risks associated with defense and space applications; and the risks inherent in a strategic pivot. Additional risk factors are described in the Company’s filings with the Securities and Exchange Commission (“SEC”) including the Company’s most recent Annual Report on Form 10-K and the Company’s other filings made with the SEC. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. The Company may not realize its expectations, and its beliefs may not prove correct. All such statements speak only as of the date made. Consequently, forward-looking statements should be regarded solely as the Company’s current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking statements. The Company cannot guarantee future results, events, levels of activity, performance, or achievements. The Company does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events, or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.

Investor Contact

LR Advisors LLC

Email: investorrelations@rocketone.space

Phone: (678) 570-6791

www.rocketone.space