Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED JUNE 28, 2021 - cbdMD, Inc. | ycbd_ex991.htm |
| EX-10.1 - FORM OF LOCK UP AGREEMENT - cbdMD, Inc. | ycbd_ex101.htm |
| EX-5.2 - OPINION OF GAVIGAN LAW, PLLC - cbdMD, Inc. | ycbd_ex52.htm |
| EX-4.1 - FORM OF REPRESENTATIVE WARRANT - cbdMD, Inc. | ycbd_ex41.htm |
| EX-1.1 - UNDERWRITING AGREEMENT DATED JUNE 28, 2021 - cbdMD, Inc. | ycbd_ex11.htm |
| 8-K - FORM 8-K - cbdMD, Inc. | ycbd_8k.htm |
|
PEARLMAN LAW GROUP LLP
Attorneys-at-Law
200 South Andrews Avenue, Suite 901
Fort Lauderdale, Florida 33301-2068
(954) 880-9484
|
Exhibit 5.1
June
28, 2021
cbdMD,
Inc.
8845
Red Oak Boulevard
Charlotte,
North Carolina 28217
Ladies
and Gentlemen:
We have
acted as securities counsel for cbdMD, Inc., a North Carolina
corporation (the “Company”), in connection with the
issuance of up to 2,200,000 shares (including up to 286,900 shares subject to
the underwriter’s over-allotment option) (the
“Shares”)
of 8.0% Series A Cumulative Convertible Preferred Stock of the
Company, par value $0.001 per share (the “Series A Preferred
Stock”). The Shares are
included in a Registration Statement on Form S-3 (File No.
333-228773) (the “Registration
Statement”), filed with
the Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), and declared
effective by the Commission on April 9, 2019, a base prospectus,
dated April 9, 2019, included in the Registration Statement at the
time it originally became effective (the “Base
Prospectus”), preliminary
prospectus supplement, dated June 24, 2021, filed with the
Commission pursuant to Rule 424(b)(5) under the Securities Act
(together with the Base Prospectus, the “Preliminary
Prospectus”) and
prospectus supplement dated June 28, 2021, filed with the
Commission on June 29, 2021, pursuant to Rule 424(b)(5) under the
Securities Act (together with the Base Prospectus and the
Preliminary Prospectus, the “Prospectus”).
The Shares are being sold pursuant to an underwriting agreement,
dated June 28, 2021, between the Company and ThinkEquity, a
division of Fordham Financial Management, Inc., as representative of the several underwriters
listed on Schedule 1
thereto (the
“Underwriting
Agreement”). The
Company is also registering 3,667,400 shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”) which is
issuable upon the possible conversion of the Shares (the
“Conversion
Shares”). The Underwriting
Agreement will be filed as an exhibit to a Current Report on Form
8-K and incorporated by reference into the Registration Statement.
This opinion is being rendered in connection with the filing of the
Prospectus with the Commission. All capitalized terms used herein
and not otherwise defined shall have the respective meanings given
to them in the Registration Statement and the
Prospectus.
In
connection with the opinion expressed herein, we have examined such
documents, records and matters of law as we have deemed relevant or
necessary for purposes of such opinion including, without
limitation: (i) the Registration Statement and the Prospectus; (ii)
the Articles of Incorporation and Bylaws of the Company, each as
amended to date; (iii) the resolutions adopted by the Board of
Directors of the Company or authorized committees thereof (either
at meetings or by unanimous written consent) authorizing the
issuance and sale of the Shares pursuant to the terms of the
Registration Statement and the Prospectus, including to establish
the sale price of the Shares; (iv) the Underwriting Agreement; (v)
the Articles of Amendment to the Articles of Incorporation
containing the Certificate of Designations of Rights and
Preferences as filed by the Company with the Secretary of State of
the State of North Carolina on October 11, 2019 (the
“Certificate of
Designations”), and (vi) such other documents and
records and matters of law as we have deemed necessary or
appropriate for purposes of this opinion.
In our
examination of such documents, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents
submitted to us as copies, the authenticity of the originals of
such documents and the legal competence of all signatories to such
documents.
Based
on the foregoing, and subject to the assumptions, qualifications
and limitations set forth herein, we are of the opinion that: (i) the
Shares, when issued and paid for in the manner described in the
Prospectus and the Underwriting Agreement, will be duly authorized,
validly issued, fully paid and non-assessable; and (ii) the
Conversion Shares have been duly authorized for issuance and when
issued and sold by the Company and delivered by the Company upon
valid conversion thereof in accordance with the terms of the
Certificate of Designations, will be validly issued, fully paid and
non-assessable.
With
respect to the matters of the laws of the Business Corporation Act
of the State of North Carolina, we have relied without independent
investigation upon the opinion dated June 28, 2021 of Gavigan Law,
PLLC, special North Carolina counsel to the Company, filed as
Exhibit 5.2 to the Form 8-K, and our opinions set forth herein,
insofar as they may be affected by matters of the laws of the State
of North Carolina, are subject to the same assumptions,
qualifications and limitations with respect to such matters as are
contained in such opinion of Gavigan Law, PLLC.
This
opinion letter has been prepared, and is to be understood, in
accordance with customary practice of lawyers who regularly give
and lawyers who regularly advise recipients regarding opinions of
this kind, is limited to the matters expressly stated herein and is
provided solely for purposes of complying with the requirements of
the Securities Act, and no opinions may be inferred or implied
beyond the matters expressly stated herein. The opinions expressed
herein are rendered and speak only as of the date hereof and we
specifically disclaim any responsibility to update such opinions
subsequent to the date hereof or to advise you of subsequent
developments affecting such opinions.
We
hereby consent to the use of this opinion as an exhibit to the
Company’s Current Report on Form 8-K to be filed with the
Commission on June 29, 2021, which is incorporated by reference in
the Registration Statement and to the use of our name under the
caption “Legal Matters” in the Prospectus. In giving
this consent, we do not admit that we are “experts”
within the meaning of Section 11 of the Securities Act or within
the category of persons whose consent is required by Section 7 of
the Securities Act.
Very
truly yours,
/S/
PEARLMAN LAW GROUP LLP