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-5.1 - OPINION OF PEARLMAN LAW GROUP LLP - cbdMD, Inc. | ycbd_ex51.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 |
Exhibit
5.2
10700 Sikes Pl., Suite 375
Charlotte, North Carolina 28277
Telephone (704) 814-4460
June
28, 2021
cbdMD,
Inc.
8845
Red Oak Boulevard
Charlotte,
North Carolina 28217
Ladies
and Gentlemen:
We have
acted as special North Carolina 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, to be 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.
We
express no opinion herein as to the laws of any state or
jurisdiction other than the Business Corporation Act of the State
of North Carolina (including the statutory provisions and all
applicable judicial decisions interpreting those
laws).
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.
Yours
very truly,
/s/
GAVIGAN LAW, PLLC