Cannabis Sativa (CBDS) S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 5.1

Gary R. Henrie

Attorney at Law

Licensed in Nevada

619 South 1040 East

American Fork, Utah  84003

Tel: 307-200-9415

February 6, 2023

Cannabis Sativa, Inc.

450 Hillside Dr. #A224

Mesquite, Nevada 89027

Re:     Cannabis Sativa, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

I have acted as securities counsel for Cannabis Sativa, Inc., a Nevada corporation (the "Company"), for the purpose of issuing this opinion letter in connection with the registration statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Registration Statement relates to the offering of 121,150,774 shares of the Company’s common stock by the Company upon the consummation of a merger.

In rendering the opinion set forth below, I have reviewed: (a) the Registration Statement; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) the relevant merger agreement; and (e) such statutes, records and other documents as I have deemed relevant.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof and the truthfulness of statements set forth in such documents.  In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinions hereinafter expressed.

Based upon the foregoing and upon receipt by the Company of the consideration for the shares specified in the relevant merger agreement, I am of the opinion that the 121,150,774 shares of common stock to be issued by the Company pursuant to the relevant merger agreement, will be validly issued, fully paid and nonassessable. This opinion is based on Nevada general corporate law, all applicable Nevada statutory provisions and reported judicial decisions interpreting these laws.

Very truly yours,

/s/ Gary R. Henrie

_______________________________________

Gary R. Henrie, Esq.

Exhibit 5.1

Gary R. Henrie

Attorney at Law

Licensed in Nevada

619 South 1040 East

American Fork, Utah  84003

Tel: 307-200-9415

I hereby consent to the use of my opinion in the body of the Registration Statement and as an Exhibit to the Registration Statement and to all references to myself under the caption Legal Matters in the Registration Statement.

Very truly yours,

/s/ Gary R. Henrie

_____________________________________

Gary R. Henrie, Esq.