J. W. Stout, Esq.
|400 East Pratt Street
|Baltimore, Maryland 21202
December 13, 2017
Dr. Anthony Harrelson
Chief Executive Officer
Axium Pharmaceuticals, Inc.
265 Eastchester Drive, Suite 133-201
High Point, NC 27262
Statement on Form S-1 (the "Registration Statement")
I have acted as counsel
to Axium Pharmaceuticals, Inc. (the "Company") in connection with its filing with the Securities and Exchange Commission
of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as
amended (the “Act”). The Registration Statement relates to the proposed sale of up to 50,000,000 shares of common stock
held by the Company and 1,396,000 shares held by the Selling stockholder Selling stockholders (the “Shares”).
In connection therewith,
I have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation
and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits
thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company
and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions herein contained. In all
such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified
documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and
documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein
by the Company, and I express no opinion thereon.
Based on my examination
mentioned above, I am of the opinion that the 1,396,000 shares of common stock held by the Selling stockholders are legally and
validly issued, fully paid and non-assessable and that the 50,000,000 shares of common stock held by the Company, when issued,
will be legally and validly issued, fully paid and non-assessable.
I am an attorney admitted
to practice in Maryland. I am familiar with the applicable provisions of the North Carolina Revised Statutes, the applicable provisions
of the North Carolina Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with
respect thereto as I consider necessary to render this opinion with respect to a North Carolina corporation. This opinion letter
is opining upon and is limited to the current federal securities laws of the United States and, North Carolina law, including the
statutory provisions, all applicable provisions of the North Carolina Constitution and reported judicial decisions interpreting
those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect
or applicability of the laws of any other jurisdiction.
I hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit
that I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
||/s/ Matheau J. W. Stout|
||Matheau J. W. Stout|