Exhibit 5.1

Goodwin Procter llp
The New York Times Building
620 Eight Avenue
New York, NY 10018   goodwinlaw.com
+1 617 570 1000

July 24, 2024

TransCode Therapeutics, Inc.

6 Liberty Square, #2382

Boston, MA 02109

Re:       Securities Registered under Registration Statement on Form S-3

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-268764) (as amended or supplemented, the “Registration Statement”) filed on December 13, 2022, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), of up to $150,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on December 16, 2022. Reference is made to our opinion letter dated December 13, 2022, and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on July 24, 2024, by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), covered by the Registration Statement. The shares are being sold to several purchasers in reliance solely on the Registration Statement and the Prospectus Supplement.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that:

1. The Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

TransCode Therapeutics, Inc.

July 24, 2024

Page 2

This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP