Exhibit 5.1
November 10, 2020
TPCO Holding Corp.
1550 Leigh Avenue
San Jose CA
95125 U.S.A.
RE: | TPCO Holdings Corp. – Registration Statement on Form S-8 for TPCO Holdings Corp. Equity Incentive Plan (the “TPCO Plan”, CMG Partners Inc. (“CMG”) 2019 Stock Option and Grant Plan (the “CMG Plan”) and Left Coast Ventures Inc. (“LCV”) Amended and Restated 2018 Equity Incentive Plan (the LCV Plan and with the TPCO Plan and the CMG Plan, collectively, the “Plans”) |
We have acted as Canadian counsel to TPCO Holdings Corp. (the “Company”) in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Act”), to register the offer and sale of up to 10,153,622 common shares of the Company (the “Shares”) issuable pursuant to the Plans.
We have examined originals or copies, certified or identified to our satisfaction, of such public and corporate records, certificates and other documents and have considered such questions of law as we have deemed relevant or necessary as a basis for the opinions hereinafter expressed. In conducting such examinations, we assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy of the records maintained by all public offices where we have searched or enquired or have caused searches or enquiries to be conducted, as the case may be, and the authenticity of all corporate records, documents, instruments and certificates submitted to us as originals. We have further assumed the conformity to original documents of all documents submitted to us as certified, notarial, true, facsimile or photostatic copies, the authenticity of the originals of such copies and the accuracy and completeness of the information contained therein.
We have not undertaken any special or independent investigation to determine the existence or absence of any facts or circumstances relating to the Plans, or the Shares. No inference as to our knowledge as to such facts and circumstances should be drawn merely from our specific representation of the Company.
Our opinion is given as of the date hereof and is based on legislation and regulations in effect on the date hereof. We do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.
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We are qualified to practice law only in the Provinces of Ontario and British Columbia (the “Jurisdictions”). We express no opinion as to the laws of any jurisdiction other than those of the Jurisdictions and the federal laws of Canada applicable therein in effect on the date hereof.
Based on and subject to the foregoing, we are of the opinion that Shares, when sold and issued in accordance with the Plans, the Registration Statement and the applicable award agreements thereunder (including the receipt by the Company of the full consideration therefor), will be validly issued, fully paid, and nonassessable.
We hereby consent to the use of our firm name in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.
Yours truly,
/s/ Blake, Cassels & Graydon LLP