Attached files
file | filename |
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EX-23.2 - EX-23.2 - Green Thumb Industries Inc. | d99170dex232.htm |
EX-23.1 - EX-23.1 - Green Thumb Industries Inc. | d99170dex231.htm |
EX-21.1 - EX-21.1 - Green Thumb Industries Inc. | d99170dex211.htm |
EX-10.13 - EX-10.13 - Green Thumb Industries Inc. | d99170dex1013.htm |
S-1/A - S-1/A - Green Thumb Industries Inc. | d99170ds1a.htm |
Exhibit 5.1
Dentons Canada LLP 77 King Street West, Suite 400
大成 Salans FMC SNR Denton McKenna Long dentons.com |
January 19, 2021 |
Green Thumb Industries Inc. 325 West Huron Street, Suite 412 Chicago, Illinois 60654 |
Dear Ladies and Gentlemen:
RE: Registration on Form S-1
We have acted as counsel to Green Thumb Industries Inc., a company incorporated under the Business Corporations Act (British Columbia) (the Company), in connection with the Companys filing of an amended registration statement on Form S-1 (the Registration Statement) filed on the date hereof with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). This opinion letter is being furnished to the Company in connection with the filing of the Registration Statement relating to the registration of up to 10,000,000 Subordinate Voting Shares in the capital of the Company (the Shares) to be sold by the Company pursuant to the terms and conditions of the Registration Statement and any purchase agreement (each, an Agreement) authorized by the board of directors of the Company (the Board) in connection therewith. This opinion replaces and supersedes our opinion to the Company dated August 21, 2020 on the same subject.
In connection with this opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and other instruments, such certificates of public officials and officers or other representatives of the Company and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion, including the Registration Statement, the Companys Amended and Restated Articles (the Articles) and the Companys Notice of Articles, as amended (the Notice of Articles). We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, the legal power and authority of all persons signing on behalf of parties to all documents and the completeness and accuracy of the corporate records of the Company in our possession as of the date hereof.
We have also assumed that all necessary corporate action will be taken by the Company to duly authorize the purchase price of the Shares and to set the issue price of the Shares in compliance with Section 63(1) of the Business Corporations Act (British Columbia) and the authority granted by the Board under its resolutions dated January 18, 2021.
Our opinion is expressed only with respect to the Business Corporations Act (British Columbia). We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal, provincial or state securities law, rule or regulation.
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Dentons Canada LLP 77 King Street West, Suite 400
大成 Salans FMC SNR Denton McKenna Long dentons.com |
On the basis of the foregoing and subject to the assumptions, limitations and qualifications set forth in this letter, we are of the opinion that, upon full payment for the Shares and when issued, sold and delivered in accordance with the Registration Statement and the applicable Agreement (if any), the Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.
This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm wherever appearing in 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 or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Dentons Canada LLP
Dentons Canada LLP
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