EXHIBIT 5.1

August 12, 2024

VolitionRx Limited

1489 West Warm Springs Road, Suite 110

Henderson, Nevada  89014

Ladies and Gentlemen:

We have acted as counsel for VolitionRx Limited, a Delaware corporation (the “Company”), in connection with the offering by the Company of (i) 9,170,000 shares (the “Shares”) of common stock, par value $0.01 (the “Common Stock”), (ii) pre-funded warrants to purchase 3,557,273 shares of Common Stock (the “Pre-Funded Warrants”), (iii) Series A common stock purchase warrants  to purchase 12,727,273 shares of Common Stock (the “Series A Warrants”), (iv) Series B common stock purchase warrants to purchase 12,727,273 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”), (iv) common stock warrants to purchase 381,818 shares of Common Stock (the “Placement Agent Warrants” and, together with the Pre-Funded Warrants and Common Warrants, the “Warrants”), and (v) up to 29,393,637 shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”, and collectively with the Shares and the Warrants, the “Securities”).

The Securities are to be issued pursuant to the (i) registration statement on Form S-3 (Registration Statement No. 333-259783) (as such may be amended or supplemented from time to time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 24, 2021, as amended on November 4, 2021, and as declared effective by the Commission on November 8, 2021, (ii) base prospectus included in the Registration Statement (as such may be amended or supplemented from time to time, the “Base Prospectus”), (iii) final prospectus supplement dated August 8, 2024, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), (iv) Securities Purchase Agreement, dated August 8, 2024 (the “Purchase Agreement”), by and among the Company and the purchasers named therein, (v) Series A Common Stock Purchase Warrants, dated August 12, 2024 (the “Series A Warrants”) entered into by the Company, (vi) Series B Common Stock Purchase Warrants, dated August 12, 2024 (the “Series B Warrants,” together with the Series A Warrants, the “Common Stock Purchase Warrants”) entered into by the Company, (vii) Pre-Funded Common Stock Purchase Warrants, dated August 12, 2024 (the “Pre-Funded Common Stock Purchase Warrants”), entered into by the Company, (viii) Engagement Letter dated July 22, 2024 (the “Engagement Letter”) by and between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), and (ix) Placement Agent Common Stock Purchase Warrant, dated August 12, 2024 (the “Placement Agent Common Stock Purchase Warrant”), entered into by the Company. You have requested our opinion with respect to certain matters in connection with the Offering.

In connection with the preparation of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) the corporate and organizational documents of the Company, including the Certificate of Incorporation, as amended through the date hereof, and the Bylaws of the Company, as amended through the date hereof, (b) the resolutions (the “Resolutions”) of the Board of Directors of the Company and pricing committee of the Board of Directors with respect to the issuance and sale of the Securities, (c) the Registration Statement and exhibits thereto, including the Prospectus comprising a part thereof, (d) an executed copy of the Engagement Letter, and (e) an executed copy of the Purchase Agreement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of certain officers of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinions set forth herein.

VolitionRx Limited

August 12, 2024

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We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party. As to questions of fact material to our opinions, we have relied upon the certificates of certain officers of the Company.

With regard to our opinion concerning the Warrants constituting valid and binding obligations of the Company:

With respect to Warrants, we express no opinion to the extent that, notwithstanding its current reservation of shares of the Company's common stock, future issuances of securities, including the Warrants, of the Company and/or adjustments to outstanding securities, including Warrants, of the Company may cause the Warrants to be exercisable for more shares of Common Stock than the number that remain authorized but unissued. Further, we have assumed the Exercise Price (as defined in the Warrants, respectively) will not be adjusted to an amount below the par value per share of the common stock.

VolitionRx Limited

August 12, 2024

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Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein we are of the opinion that:

(a) The Shares have been duly authorized by the Company and, upon issuance, delivery and payment therefor in the manner contemplated by the Resolutions, the Purchase Agreement, the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

(b) The Warrants have been duly authorized by the Company and, when duly executed by the Company and duly delivered to the purchasers or the Placement Agent thereof, as applicable, against payment therefor in the manner contemplated by the Resolutions, the Registration Statement, the Prospectus, the Purchase Agreement or the Engagement Agreement, as applicable, and the Common Stock Purchase Warrants, the Pre-Funded Common Stock Purchase Warrants or the Placement Agent Common Stock Purchase Warrant, as applicable, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

(c) The Warrant Shares have been duly authorized by the Company and, when issued upon exercise of the Common Stock Purchase Warrants, the Pre-Funded Common Stock Purchase Warrants or the Placement Agent Common Stock Purchase Warrant, as applicable, and delivered by the Company against receipt of the exercise price therefor, in the manner described in the Registration Statement, the Prospectus and the Common Stock Purchase Warrants, the Pre-Funded Common Stock Purchase Warrants or the Placement Agent Common Stock Purchase Warrant, as applicable, will be validly issued, fully-paid and non-assessable.

We render this opinion only with respect to the General Corporation Law of the State of Delaware as in effect on the date hereof, and we express no opinion herein concerning the application or effect of the laws of any other jurisdiction. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K, and further consent to the reference to us under the heading “Legal Matters” in the Registration Statement and any amendments thereto. By 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 and the rules and regulations promulgated thereunder.

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VolitionRx Limited

August 12, 2024

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This opinion is intended solely for use in connection with the issuance and sale of the Securities pursuant to the Registration Statement, the Prospectus, the Purchase Agreement, the Engagement Letter, the Common Stock Purchase Warrants, the Pre-Funded Common Stock Purchase Warrants and the Placement Agent Common Stock Purchase Warrants and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.