Trees (CANN) S-1 IPO registration

Exhibit 5.1

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CALIFORNIA  94105-2482
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December 5, 2016

General Cannabis Corp

6565 E. Evans Avenue

Denver, Colorado 80224

Re:

Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel to General Cannabis Corp, a Colorado corporation (the “Company”), in connection with the preparation and filing of its registration statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the possible issuance from time to time, pursuant to Rule 415 of the Securities Act, of up to 9,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that may be issued by the Company to a certain holder of warrants (the “Warrants”) upon exercise of the Warrants in accordance with the terms of a promissory note and warrant purchase agreement, dated as of September 21, 2016, and (ii) the potential resale from time to time, pursuant to Rule 415 of the Securities Act, of the Shares by the selling stockholders identified in the Registration Statement, any pre-effective amendment to the Registration Statement and any prospectus supplements to the final prospectus included as part of the Registration Statement.

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares, if and when issued in upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid, and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Morrison & Foerster LLP