Exhibit 5.1

666 Third Avenue New York, NY 10017 212 935 3000 mintz.com

June 24, 2021

Synaptogenix, Inc.

1185 Avenue of the Americas, 3^rd Floor

New York, NY 10036

Ladies and Gentlemen:

We have acted as legal counsel to Synaptogenix, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2021 under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the offering for resale, on a delayed or continuous basis, by the selling securityholders named in the Registration Statement (the “Selling Securityholders”) of up to an aggregate of 3,458,940 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), including (i) 1,587,030 shares (the “Common Shares”) of issued and outstanding Common Stock held by the Selling Securityholders, (ii) 1,653,281 shares (the “Series G Warrant Shares”) of Common Stock that are issuable upon the exercise of Series G warrants to purchase shares of Common Stock (the “Series G Warrants”), (iii) 66,251 shares (the “Pre-Funded Warrant Shares”) of Common Stock that are issuable upon the exercise of pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) and (iv) 152,378 shares (the “Placement Agent Warrant Shares” and, together with the Series G Warrant Shares and the Pre-Funded Warrant Shares, the “Warrant Shares”) of Common Stock that are issuable upon the exercise of placement agent warrants to purchase shares of Common Stock (the “Placement Agent Warrants” and, together with the Series G Warrants and the Pre-Funded Warrants, the “Warrants”).

As counsel to the Company, we have examined the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as currently in effect, the Registration Statement and the exhibits thereto and such other corporate records, documents, agreements and matters of law as we have considered necessary or appropriate for the purpose of this opinion.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.  Upon the basis of such examination, we advise you that in our opinion:

Our opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware.  We express no opinion with respect to the laws of any other jurisdiction.  No opinion is expressed herein with respect to the qualification of the Common Shares or Warrant Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.  This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

June 24, 2021 Page 2

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to reference the Firm’s name under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement, and we hereby consent thereto.  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 Securities Act or the rules and regulations of the Commission promulgated thereunder.