Exhibit 1.1

Exhibit 5.1

September 2, 2025

MIND Technology, Inc.
2002 Timberloch Place, Suite 500
The Woodlands, Texas 77380

Ladies and Gentlemen:

We have acted as counsel to MIND Technology, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering and sale of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $25,000,000, pursuant to:

(i)          the Sales Agreement dated August 28, 2025 (the “Sales Agreement”) between the Company and Lucid Capital Markets, LLC, as agent, and

(ii)          the Company’s registration statement on Form S-3 (File No. 333-286763) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2025 (the “Registration Statement”), including the form of prospectus therein (including the documents incorporated by reference therein, the “Base Prospectus”), and a prospectus supplement dated September 2, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”),

relating to the “at-the-market” offering from time-to-time of the Shares contemplated by the Sales Agreement. We understand that the Shares are to be offered and sold in the manner set forth in the Registration Statement and the Prospectus. This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

In so acting, we have examined original counterparts or copies of original counterparts of the following documents:

(i)         The Sales Agreement.

(ii)         The Registration Statement.

(iii)         The Prospectus Supplement.

We have also examined originals or copies of the organizational documents and such other records of the Company, certificates and web sites of public officials and of officers or other representatives of the Company and agreements and other documents, and made such other investigations, as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinions expressed below.

In rendering the opinions set forth herein, we have assumed:

(i)         The genuineness of all signatures (whether manual, electronic or otherwise) and, to the extent that a signature on a document is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the document.

(ii)         The authenticity of the originals of the documents submitted to us.

(iii)         The conformity to authentic originals of any documents submitted to us as copies.

(iv)         As to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Registration Statement and representations and statements made in certificates or web sites of public officials and officers or other representatives of the Company.

(v)         That the offer and sale of Shares under the Sales Agreement complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Sales Agreement.

We have not independently established the validity of the foregoing assumptions.

Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and paid for in the manner described in the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.

Our opinion is limited to the General Corporation Law of the State of Delaware, including all reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws.

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely in connection with the Sales Agreement, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof, and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.

We consent to the reference to this firm in the Prospectus under the caption “Legal Matters” as the attorneys who will pass upon the legal validity of the Shares and to the filing of this opinion with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the offering. Our consent, however, shall not constitute an admission to our being experts as provided for in Sections 7 and 11 of the Securities Act.

Exhibit 99.1

NEWS RELEASE

MIND Technology Announces ATM and Stock Buyback Programs

THE WOODLANDS, TX, September 2, 2025 – MIND Technology, Inc. (“MIND” or the “Company”) (Nasdaq: MIND) announced today that on August 28, 2025, it entered into an equity distribution agreement with Lucid Capital Markets LLC pursuant to which it may sell up to $25.0 million of common stock from time to time under an “at-the-market” program. Additionally, on August 28, 2025, the Company’s Board of Directors authorized the repurchase of up to $4.0 million of the Company’s common stock at anytime through August 31, 2027.

Rob Capps, President and CEO of MIND, stated, “We have taken these preparatory steps so that we can act quickly and efficiently should circumstances or market conditions warrant. These actions are consistent with our stated strategy to explore all ways to enhance stockholder value. Should we have a need for additional capital to exploit growth opportunities or should there be an opportunity to raise non-dilutive capital, the ATM program will enable us to do so in a very efficient manner. On the other hand, should market conditions indicate that investment in our own stock is the best use of our capital, the stock buyback program will position us to do that quickly and efficiently.”

About MIND Technology

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom. Its Seamap unit designs, manufactures and sells specialized, high performance, marine exploration and survey equipment.

Forward-looking Statements

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, and future orders and anticipated delivery of existing orders, are forward-looking statements.  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions.  Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital and volatility in commodity prices for oil and natural gas.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

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