Exhibit 5.1

September 12, 2019

ChromaDex Corporation

10900 Wilshire Blvd., Suite 650

Los Angeles, CA 90024

Re: 

Registration on Form S-3

Ladies and Gentlemen:

We have acted as counsel to ChromaDex Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended, covering the resale by certain selling stockholders of up to 3,835,002 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”). The Shares were issued by the Company (i) in connection with the conversion of the convertible promissory notes issued by the Company pursuant to that certain Note Purchase Agreement, dated as of May 9, 2019, by and among the Company and the purchasers named therein and (ii) pursuant to that certain Securities Purchase Agreement, dated as of August 13, 2019, by and among the Company and the purchasers named therein.

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus included therein, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether any particular laws other than those identified above are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully paid, and nonassessable.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By:  /s/ Matthew T. Browne                                                       

Matthew T. Browne

Cooley LLP 4401 Eastgate Mall San Diego, CA 92121

t: (858) 550-6000 f: (858) 550-6420 cooley.com