Exhibit 5.2
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August 5, 2022
The Very Good Food Company Inc.
Vancouver, British Columbia
Canada V5M 3T7
Ladies and Gentlemen:
We have acted as legal counsel to The Very Good Food Company Inc., a British Columbia corporation (the “Company”), in connection with the Company’s preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form F-1 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”), 65,000,000 common shares, no par value per share (the “Common Shares”), of the Company, consisting of (a) 13,100,000 Common Shares, (b) 32,500,000 Common Shares issuable upon the exercise of the Common Share Purchase Warrant, dated as of June 2, 2022 and executed by the Company (the “Warrant”) and (c) 19,400,000 Common Shares issuable upon exercise of the Pre-Funded Common Share Purchase Warrant, dated as of June 2, 2022 and executed by the Company (the “Pre-Funded Warrant”), for resale by the Selling Shareholder named in the Registration Statement (the “Selling Shareholder”), to the public from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the Securities Purchase Agreement between the Company and the Selling Shareholder dated May 30, 2022 (the “Purchase Agreement”), the Warrant and the Pre-Funded Warrant.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed (i) the due execution and delivery of the Purchase Agreement, the Warrant, and the Pre-Funded Warrant, (ii) the legal capacity of all natural persons, (iii) the genuineness of all signatures, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies, (vi) at the time of exercise of the Warrant and the Pre-Funded Warrant, as applicable, there will be sufficient Common Shares authorized but unissued under the Company’s governing documents, and (vii) upon exercise of the Warrant and the Pre-Funded Warrant, as applicable, in accordance with their terms that the Common Shares issued pursuant to the Warrant and the Pre-Funded Warrant, as applicable, will be validly issued, fully paid, and non-assessable. As to
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