Exhibit 5.1
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| Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154 |
Main 212.407.4000
Fax 212.407.4990
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January 20, 2023
Ontrak, Inc.
2200 Paseo Verde Parkway, Suite 280
Henderson, NV 89052
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| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have served as counsel to Ontrak, Inc., a Delaware corporation (the "Company") in connection with the preparation of your Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), representing the registration of 815,024 additional shares (the “Shares”) of common stock, $0.0001 par value (the “Common Stock”) of the Company, under the Ontrak, Inc. 2017 Stock Incentive Plan, as amended (the “Plan”).
We have examined such corporate records, documents and matters of law as we have considered appropriate for the purposes of this opinion.
Based upon such examination and our participation in the preparation of the Registration Statement, is it our opinion that the Shares have been duly authorized and, when issued in the manner described in the Plan, will be validly issued, fully paid and non-assessable.
The opinion we express herein are limited to matters involving the Delaware General Corporation Law.
We consent to the reference made to our firm in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
