Exhibit 5.1

Fleming PLLC

30 WALL STREET 8^TH FLOOR NEW YORK NEW YORK 10005

TEL 516 833 5034 FAX 516 977 1209 WWW.FLEMINGPLLC.COM

August 9, 2019

Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

Ladies and Gentlemen:

You have requested our opinion, as counsel to Workhorse Group Inc., a Nevada corporation (the “Company”), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering the registration for resale on behalf of certain selling stockholders of (i) 101,147 shares of common stock, $0.001 par value (the “Common Stock”), of the Company, (ii) up to 10,744,326 shares of the Common Stock of the Company (the “Warrant Shares”) issuable upon the exercise of certain common stock purchase warrants (the “Warrants”) and (iii) up to 9,262,500 shares of the Common Stock of the Company (the “Dividend Shares”) issuable as dividends on the Series B Preferred Stock (the “Series B Preferred Stock”).

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Warrants, the Certificate of Designation for the Series B Preferred Stock, the Company’s Articles of Incorporation, as amended, its Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are 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 independently sought to verify such matters.

Our opinion is expressed only with respect to the federal laws of the United States of America and Section 78 of the Nevada Revised Statutes.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares are validly issued, fully paid and non assessable and the Dividend Shares and the Warrant Shares, when issued and sold in accordance with the terms of the Series B Preferred Stock and the Warrants, respecgively, will be validly issued, fully paid and nonassessable.

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

It is understood that this opinion is to be used only in connection with the offer and sale of the Warrant Shares while the Registration Statement is in effect.