Exhibit 5.1

Golenbock Eiseman Assor Bell & Peskoe LLP

711 Third Avenue

New York, New York 10017

212-907-7300

October 15, 2025

Nexalin Technology, Inc.

1776 Yorktown, Suite 550

Houston, TX 77056

Ladies and Gentlemen:

We have acted as counsel to Nexalin Technology, Inc., a Delaware corporation (the “Company”), in connection with the Company’s issuance and sale, through or to Maxim Group LLC (the “Sales Agent”), of up to an aggregate offering price of $4,273,859 of the Company’s common stock, par value $0.001 per share (the “Shares”), from time to time and at various prices in an “at-the-market” offering pursuant to (i) that certain Equity Distribution Agreement, dated April 23, 2025, as amended by Amendment No. 1 dated May 5, 2025 and Amended No. 2 dated October 15, 2025 (the “Sales Agreement”), by and between the Company and the Sales Agent, and (ii) the Company’s Registration Statement on Form S-3, No. 333-286711, filed with the Securities and Exchange Commission (the “Commission”) and declared effective on April 29, 2025 (the “Registration Statement”), the prospectus contained therein (the “Prospectus”) and the supplements to the prospectus referred to therein (each a “Prospectus Supplements”).

The Shares are to be sold from time to time as set forth in the Registration Statement, the Prospectus contained therein and the Prospectus Supplements to be contained therein, in respect of a specific transaction as determined in the future.

We have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act; (v) that a Prospectus Supplement will have been filed with the Commission describing the Shares offered thereby; (vi) that all Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (vii) with respect to shares of Common Stock offered, that there will be sufficient shares of Common Stock authorized under the Company’s organizational documents that are not otherwise reserved for issuance; (viii) that the applicable definitive transaction agreement will have been duly authorized and validly executed and delivered by the Company and other parties thereto, and (ix) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, with respect to Shares, when both: (a) the Board of Directors of the Company or a duly constituted and acting committee thereof, has taken all necessary corporate action to approve the issuance and the terms of the offering of the shares of Common Stock and related matters; and (b) certificates or book entry notation representing the shares of Common Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive transaction agreement, upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein, then the shares of Common Stock will be validly issued, fully paid and non-assessable.

Attorneys at our firm are admitted to the practice of law in the State of New York, and we express no opinion as to the laws of any other jurisdiction, other than the Federal laws of the United States of America. We have assumed for purposes of this opinion that the corporate law of the State of Nevada is the same as that of the State of New York.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our firm name as your counsel, and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Exhibit 10.1

NEXALIN TECHNOLOGY, INC.

AMENDMENT NO. 2 TO

EQUITY DISTRIBUTION AGREEMENT

October 15, 2025

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

This Amendment No. 2, dated October 15, 2025 (the “Amendment”) to the Equity Distribution Agreement, dated April 23, 2025, (the “Equity Distribution Agreement”), is entered into by and among Nexalin Technology, Inc., a Delaware corporation headquartered in Houston, Texas (the “Company”), and Maxim Group LLC, as exclusive sales agent (the “Agent”).

WHEREAS, the Company and the Agent desire to amend the Equity Distribution Agreement to increase the maximum amount of shares of the Company’s common stock that may be issued and sold through the Agent, from an aggregate offering price from $3,100,000 to an aggregate offering price of up to $10,000,000; and

WHEREAS, the Company and the Agent desire to amend the Equity Distribution Agreement to update the reference to the term “Prospectus Supplement” therein.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:

1. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby amended and replaced in its entirety with the following:

“(a) At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time after the effective date of the Registration Statement and until this Agreement is terminated, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$10,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Articles, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, General Instruction I.B.6 of Form S-3), (d) or dollar amount of Shares that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b), (c), (d) and (e), the “Maximum Amount”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms “business day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.”

2. Section 7 of the Equity Distribution Agreement is hereby amended and replaced in its entirety with the following:

“Termination of this Agreement. The term of this Agreement shall begin on the date hereof, and shall continue until the earlier of (i) the sale of Shares having an aggregate offering price of $10,000,000, or (ii) the termination by either the Agent or the Company upon the provision of five (5) days written notice. Any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.”

3. Section 3(p) of the Equity Distribution Agreement is hereby amended and replaced in its entirety with the following:

“(1) On or prior to the delivery of the first Transaction Notice issued hereunder, the Company shall cause Golenbock Eiseman Assor Bell & Peskoe LLP, counsel for the Company (“Company Counsel”), to furnish to the Agent its written opinion and negative assurance letter, in form and substance reasonably acceptable to the Agent. Similarly, on or prior to the delivery of the first Transaction Notice issued hereunder, the Agent shall cause Duane Morris LLP, counsel for the Agent, to furnish to the Company its written opinion and negative assurance letter, in form and substance reasonably acceptable to the Company.

(2) On each date that the Company (i) amends or supplements after the effective date of the Registration Statement the Registration Statement or the Prospectus (other than by means of incorporation by reference); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files its Quarterly Reports on Form 10-Q under the Exchange Act; (iv) files a report under Item 4.02 of Current Report on Form 8-K under the Exchange Act containing amended financial information; or (v) otherwise after Agent and Company reasonably agree (each of such date referred to herein as a “Bringdown Date”), the Company shall cause Company Counsel to furnish to the Agent its written opinion and negative assurance letter, in form and substance reasonably acceptable to the Agent’s counsel dated as of a date within ten (10) days after the applicable Bringdown Date, addressed to the Agent and modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. With respect to this Section 3(p)(2), in lieu of delivering such opinions or letters for Bringdown Dates subsequent to the date of effectiveness of the Registration Statement, such counsel may furnish agent with a letter (a “Reliance Letter”) to the effect that Agent may rely upon a prior opinion or letter delivered under Section 3(p)(1) or this Section 3(p)(2) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of Reliance Letter). Provided, however, the requirement to provide opinions and letters under this Section 3(p)(2) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with opinions and letters under this Section 3(p)(2), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall cause Golenbock Eiseman Assor Bell & Peskoe LLP to furnish to the Agent a written opinion and negative assurance letter in form and substance reasonably acceptable to the Agent and dated the date of the Transaction Notice.”

All references to the “Prospectus Supplement” in the Equity Distribution Agreement refer to the Prospectus Supplement included in the registration statement on Form S-3 (No. 333-286711) prior to the date of this Amendment and the registration statement on Form 424 on and after the date hereof.

References herein to the “Registration Statement” shall include such new prospectus supplement or such new automatic shelf registration statement, as the case may be.

Except as set forth above, no other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all Exhibits thereto, unaffected by this Amendment shall remain in full force and effect.

Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Equity Distribution Agreement.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the Managers.

Confirmed as of the date first above mentioned.

[Signature page to Amendment No. 2 to Equity Distribution Agreement]