|Kurzman Eisenberg Corbin & Lever, LLP|
|Attorneys at Law|
One North Broadway, 12th Floor
White Plains, New York 10601
Tel: (914) 285-9800
Fax: (914) 285-9855
666 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 697-5550
Fax: (646) 697-9570
February 4, 2021
10 Oceana Way
Norwood, Massachusetts 02062
Re: Registration Statement on Form S-8
We have acted as counsel to MariMed Inc., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), for the purpose of registering under the Act an aggregate of 30,472,501 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”) issuable under the Company’s 2011 Stock Award and Incentive Plan (the “2011 Plan”) and Amended and Restated 2018 Stock Award and Incentive Plan (the “2018 Plan” collectively with the 2011 Plan, the “Plans”).
We have examined the Registration Statement, the Plans, the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that the shares of Common Stock issuable under the Plans and upon exercise of options to be granted pursuant to the Plans have been duly and validly authorized for issuance and when issued and delivered as contemplated by the Plans will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this opinion, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.
|Very truly yours,|
|KURZMAN EISENBERG CORBIN & LEVER, LLP|
|By:||/s/ Katherine R. Steiner|
|Katherine R. Steiner, Partner|