Document

We have acted as Canadian counsel to Jushi Holdings Inc. (the “Company”), a corporation incorporated under the Business Corporations Act (British Columbia), in connection with the registration statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the sale or disposition from time to time of up to 23,400,000 subordinate voting shares in the capital of the Company (the “Subordinate Voting Shares”) by certain persons named in the Registration Statement (collectively, the “Selling Shareholders”), consisting of: (i) 4,000,000 Subordinate Voting Shares; and (ii) 19,400,000 Subordinate Voting Shares issuable upon exercise of outstanding warrants issued in connection with the Company entering into a credit agreement with, among others, the Selling Shareholders and Argent Institutional Trust Company, as agent, on July 31, 2024 (the “ Warrants”).

The Subordinate Voting Shares listed in subsection (i) of the foregoing paragraph are referred to as the “Subject Shares” and the Subordinate Voting Shares underlying the Warrants are referred to as the “Underlying Shares”. The Subject Shares and the Underlying Shares are collectively referred to as the “Shares”.

For the purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the form of warrant certificates representing the Warrants (the “Warrant Certificates”). We have assumed that the actual agreements representing the Warrants are in the same form as the forms provided to us for review referenced above. For the purposes of this opinion, we have also relied upon the certificate of an officer of the Company as to factual matters (the “Officer’s Certificate”) and certifying among other things:

We have relied upon the Registration Statement, the Warrant Certificates and the Officer’s Certificate without independent investigation of the matters provided for therein for the purpose of providing our opinions expressed below. We have not conducted any independent enquiries or investigations in respect of the opinions provided hereunder.

In examining the Officer’s Certificate and in providing our opinions below we have assumed that: all individuals had the requisite legal capacity; all signatures are genuine; all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; all facts set forth in the Officer’s Certificate are complete, true and accurate.

Our opinions are expressed only with respect to the laws of the Provinces of British Columbia and of the laws of Canada applicable therein. We express no opinion as to any effect of U.S. federal, state, municipal or other cannabis laws. Without limitation, no opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Our opinions are expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other person other than the addressee to rely on our opinion.

Where our opinion below refers to the Shares as being “fully paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been or will be paid to or provided to the Company. No opinion is expressed as to the adequacy of any consideration received. No opinion is expressed as to any issuance of any securities by any predecessor of the Company.

2.upon exercise of the Warrants in accordance with the terms of the Warrant Certificates, and subject to receipt of the applicable exercise price therefor, the Underlying Shares registered under the Registration Statement will be validly issued as fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not agree that we come within the category of persons whose consent is required by the Securities Act or the rules and regulations promulgated thereunder.


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