Exhibit 5.1

March 19, 2024

Verb Technology Company, Inc.

2700 S. Las Vegas Blvd., Suite 2301

Las Vegas, NV 89109

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Verb Technology Company, Inc. (the “Company”) in connection with the At-The-Market Issuance Sales Agreement dated March 19, 2024 (the “Sales Agreement”) by and between the Company and Ascendiant Capital Markets, LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent up to $6,260,000 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, except for 3,817,847 shares for gross proceeds of $960,000 which have been offered and sold as of the date hereof for which we previously provided a due authorization opinion, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) (File No.: 333-264038) filed on March 31, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act) and declared effective on April 14, 2022, the prospectus contained therein and the prospectus supplement filed with the Commission on December 15, 2023 along with the prospectus supplement dated March 19, 2024 (the “Prospectus Supplement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Nevada. We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus Supplement and the Sales Agreement will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2024, and which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. 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 Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Exhibit 10.1 

First Amendment

to

At the Market Issuance Sales Agreement

This First Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on March 19, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the Market Issuance Sales Agreement between the parties dated December 15, 2023 (the “Offering Agreement”). Unless specifically amended or modified herein, the other terms of the Offering Agreement remain in full force and effect, not amended or modified, as of the date hereof.

1. The amount of Shares that may be sold under and pursuant to the terms of the Offering Agreement is increased from $960,000 to $6,260,000.

2. At the date of this Amendment, for the sake of clarification of items to be delivered in connection with the change in the amount of Shares, the Company will deliver or will arrange for the delivery of the following:

(i) A Representation Date Certificate as provided in Section 7(l) of the Offering Agreement, with the understanding that the Company has sold Shares after the date of the Offering Agreement up to and through the date of this Amendment;

(ii) An opinion or “bring down” opinion of counsel to the Company with such opinion covering the amount of Shares of $6,260,000 that may be sold;

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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.

ACCEPTED as of the date first-above written: