Exhibit 5.1

Bank of America Plaza 813.229.7600

101 East Kennedy Boulevard 813.229.1660 fax

Suite 2800

Tampa, Florida 33602

_____________________________________________

www.shumaker.com

September 3, 2024

Oragenics, Inc.

1990 Main Street, Suite 750

Sarasota, FL 34236

Re: Oragenics, Inc.

Ladies and Gentlemen:

We are acting as counsel to Oragenics, Inc., a Florida corporation (the “Company”), in connection with the preparation and filing of the in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-1 of the Company (including all exhibits thereto, the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”) relating to the proposed public offering (the “Offering”) of (i) up to $5,000,000 in shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), (ii) pre-funded warrants to purchase up to 3,937,008 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) up to 3,937,008 shares of Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants (the “Warrant Shares” and collectively with the Common Stock and Pre-funded Warrants the “Securities”). The Securities are to be sold to the several purchasers pursuant to securities purchase agreements (each, a “Securities Purchase Agreement” and collectively, the “Securities Purchase Agreements”) among the Company and the purchasers signatory thereto (collectively, the “Purchasers”).

As such counsel and for purposes of our opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and other instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including without limitation (A) the Registration Statement, Prospectus and the respective exhibits thereto, (B) the form of Securities Purchase Agreement and the Pre-funded Warrants (collectively, the “Transaction Documents”); (C) the articles of incorporation, as amended and bylaws, as amended of the Company; and (D) such agreements, instruments, resolutions of the board of directors of the Company and committees thereof and other corporate records, and such other documents as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied (with your permission) upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate. In our 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 Warrants have been duly authorized; and (v) the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. 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.

Based upon and subject to the foregoing, we are of the opinion that:

The Common Shares have been duly authorized by the Company and if, when and to the extent any Common Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the relevant Transaction Documents, and as described in the Registration Statement and Prospectus (including payment in full of all consideration required for such Common Shares), such Common Shares will be validly issued, fully paid and nonassessable; and

The Pre-funded Warrants and Warrant Shares have been duly authorized by the Company and if, when and to the extent any Warrant Share are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the relevant Transaction Documents (including due and proper exercise of the relevant Pre-funded Warrant(s) in accordance with such Pre-funded Warrant(s) and payment in full of all consideration required thereunder for such Pre-funded Warrant), and as described in the Registration Statement and Prospectus, such Warrant Shares will be validly issued, fully paid and nonassessable.

We are admitted to practice in the State of Florida. This opinion letter is limited to the laws of the State of Florida, as such laws presently exist and to the facts as they presently exist. We express no opinion as to the effect of the law of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws or (ii) state or federal antifraud laws.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 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 the references to our firm therein and in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

	Very truly yours,

	/s/ Shumaker, Loop & Kendrick, LLP

	SHUMAKER, LOOP & KENDRICK, LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statements on Form S-1 of Oragenics, Inc. (the “Company”) of the report dated March 28, 2024 relating to the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2023 (which report includes an explanatory paragraph relating to a going concern uncertainty) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Cherry Bekaert, LLP.

Tampa, Florida

September 3, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Amendment #1 to the Registration Statement on Form S-1 and related prospectus of our report dated April 17, 2023, with respect to the consolidated financial statements of Oragenics, Inc. (the “Company”) as of December 31, 2022 and for the year then ended (which report includes an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern), included in the Annual Report on Form 10-K for the year ended December 31, 2023, and to the reference to us under the heading “Experts” in the prospectus which is part of this Registration Statement.

/s/ CBIZ CPAs P.C. ¹

San Diego, California

September 3, 2024

¹In certain jurisdictions, CBIZ CPAs P.C. operates under its previous name, Mayer Hoffman McCann P.C.

Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-1

(Form Type)

ORAGENICS, INC.

(Exact name of Registration as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price⁽¹⁾		Fee Rate			Amount of Registration Fee

Fees to be Paid	Equity	Common shares, $0.001 par value per share⁽¹⁾	Rule 457(o)		$		$	5,000,000	$	0.00014760	$	738.00
	Other	Pre-funded warrants to purchase common stock⁽²⁾⁽³⁾	Rule 457(g)			—		Included Above		—		—

	Equity	Common shares issuable upon the exercise of the Pre-funded warrants⁽³⁾	Other			—		Included Above	$	0.00014760

	Other	Placement agent warrants to purchase common stock⁽²⁾⁽³⁾	Rule 457(g)			—		Included Above		—		—

	Equity	Common shares issuable upon the exercise of the Placement agent warrants⁽⁴⁾	Other			—		312,500	$	0.00014760		46.125

	Total Offering Amounts						$	5,312,500			$	784.125

	Total Fees Previously Paid											738.00

	Total Fee Offset											—

	Net Fee Due										$	46.125

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	The proposed maximum aggregate offering price of the shares of common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the pre-funded warrants offered and sold in the offering (plus the aggregate exercise price of the shares of common stock issuable upon exercise of the pre-funded warrants), and as such the proposed aggregate maximum offering price of the shares of common stock and pre-funded warrants (including shares of common stock issuable upon exercise of the pre-funded warrants), if any, is $5,000,000.

(3)	No fee due pursuant to Rule 457(g) under the Securities Act because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants.

(4)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The placement agent warrants are exercisable at a per share exercise price equal to 125% of the combined public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the placement agent warrants is $312,500, which is equal to 125% of $250,000 (which is 5% of $5,000,000).