Registration Statement on Form S-3 (File No. 333-253399)

EXAMINATIONS AND INVESTIGATIONS

a certificate of compliance (the “Certificate of Compliance”) dated May 17, 2022 issued for the Company under the Canada Business Corporations Act (the “CBCA”), a copy of which we have delivered to you;

the articles of the Company;

the by-laws of the Company;

certain resolutions of the Company’s board of directors relating to the Transaction;

a certificate, dated the date of this opinion, of an officer of the Company (the “Officer’s Certificate”), including copies of each of the items in paragraphs (b), (c), and (d) above, a copy of which we have delivered to you;

the option agreement, dated May 17, 2022, among the Company, Canopy Oak LLC, the grantors party thereto and a representative of such grantors (the “Option Agreement”);

the option agreement, dated May 17, 2022, among Canopy Oak LLC and the grantors party thereto (the “Second Option Agreement” and, together with the Option Agreement, the “Option Agreements”);

the subscription agreement dated May 17, 2022 between the Company and Canopy Oak LLC (the “Subscription Agreement” and together with the Option Agreements, the “Transaction Agreements”); and

the Registration Statement and the related prospectus supplement thereto, dated May 18, 2022 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act.

ASSUMPTIONS

Authenticity. We have assumed:

the legal capacity of all individuals signing documents,

the genuineness of all signatures,

the authenticity and completeness of all documents submitted to us as originals,

the conformity to authentic original documents of all documents submitted to us as copies, and

the continuing accuracy of the Certificate of Compliance as of the date of this opinion as if issued on that date.

Enforceability, etc., of Transaction Documents executed by others. We have assumed that:

each party to each Transaction Document other than the Company:

is existing under the laws of its jurisdiction of formation, as applicable;

has the requisite power and capacity to carry on business, own properties and assets, and execute, deliver, and perform its obligations under that Transaction Document and to carry out the transactions contemplated under that Transaction Document;

has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, that Transaction Document; and

has duly executed and delivered that Transaction Document;

the exercise, by each party other than the Company, of its rights and the performance of its obligations under each Transaction Document is not contrary to its constating documents or governing legislation;

each Transaction Document constitutes a legal, valid, and binding obligation of each party to it other than the Company, enforceable against that party in accordance with its terms;

the representations and warranties of each party to each Transaction Document other than the Company are true and correct and accurate in all respects; and

to the extent that any of the Transaction Documents are to be performed in any jurisdiction other than the Provinces (as defined below), such performance will not be illegal under the laws of that jurisdiction.

Public records. We have assumed the completeness, accuracy, and currency of:

the indices and filing systems maintained at the public offices where we searched or made inquiries,

all documents supplied or otherwise conveyed to us by public officials, and

all facts set out in those documents and in official public records.

Trading restrictions. We have assumed that, at the time of any distribution of or trade in securities of the Company referred to in this opinion, no order, ruling, or decision granted by a securities commission, court of competent jurisdiction, or regulatory or administrative body having jurisdiction is in effect that would:

restrict any distribution of or trade in those securities, or

affect any person or company who engaged in any such distribution or trade (including, without limitation, any cease trade orders).

RELIANCE

Matters of fact in the Officer’s Certificates. We have relied solely upon the Officer’s Certificate as to the matters of fact set out in such certificate, without independently verifying those facts.

Company Status. In expressing the opinion in section 5(a), we have relied and our opinion is based solely upon the Certificate of Compliance and the Officer’s Certificate.

LAWS ADDRESSED

OPINIONS

The Company is a corporation existing under the CBCA.

The issuance of the Shares has been duly authorized and the Shares are validly issued as fully-paid and non-assessable common shares in the capital of the Company.

USE OF OPINION