June 26, 2025
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File #:
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98404.1
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Re: |
IM Cannabis Corp. – Registration Statement on Form F-3
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1. |
Materials Reviewed
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2. |
Assumptions and Fact Reliance
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(a) |
all information contained in all documents reviewed by us is true and correct;
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(b) |
the genuineness of all signatures on all documents examined by us and the legal capacity of all natural persons;
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(c) |
the authenticity of all documents submitted to us as originals;
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(d) |
the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies;
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(e) |
each natural person signing any document reviewed by us had the legal capacity to do so, none of which facts we have independently verified;
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(f) |
no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Securities;
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(g) |
there is no foreign law that would affect the opinion expressed herein;
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(h) |
at the time of the execution and delivery of any documents relating to the Securities or the offering thereof, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such
parties;
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(i) |
the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents;
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(j) |
the Company has the necessary corporate power and capacity to execute, deliver and perform its obligations under the terms and conditions of any purchase, underwriting or other agreement, indenture or instrument relating to the Company’s
creation, authentication, issuance, sale and/or delivery of the Securities to which the Company is party (any such agreement, the “Agreement”);
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(k) |
the Company has the necessary corporate power and capacity to authorize, create, authenticate, validly issue, sell and deliver the Securities and perform its obligations under the terms and conditions of the Securities;
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(l) |
all necessary corporate action has been taken by the Company to duly authorize the execution and delivery by the Company of the Agreement and the performance of its obligations under the terms and conditions thereof;
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(m) |
all necessary corporate action has been taken by the Company to duly authorize, create, authenticate, sell, deliver and validly issue the Securities and to perform its obligations under the terms and conditions of the Securities, and all
of the terms and conditions relevant to the execution, delivery and issuance of the Securities in the applicable Agreement have been complied with;
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(n) |
all necessary corporate action has been taken by the Company to duly authorize the terms of the offering of the Securities and related matters;
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(o) |
the Agreement (i) has been duly authorized, executed and delivered by all parties thereto and such parties had the capacity to do so; (ii) constitutes a legal, valid and binding obligation of all parties thereto; (iii) is enforceable in
accordance with its terms against all parties thereto; and (iv) is governed by the laws of the Province of British Columbia;
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(p) |
the Securities have been duly authorized, created, authenticated, sold and delivered and validly issued by the Company and any other person signing or authenticating the Securities, as applicable;
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(q) |
the terms of the offering of the Securities and related matters have been duly authorized by the Company;
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(r) |
the Company has complied, and will comply, with Division 8 of the Business Corporations Act (British Columbia);
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(s) |
the execution and delivery of the Agreement and the performance by the Company of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under,
and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the notice of articles or articles of the Company,
any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law;
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(t) |
the authorization, creation, authentication, sale, delivery and issuance of the Securities and the Company’s performance of its obligations under the terms and conditions of the Securities do not and will not conflict with and do not and
will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the
notice of articles or articles of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; and
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(u) |
the terms of the offering of the Securities and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse
of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the notice of articles or articles of the Company, any resolutions of the board of directors or shareholders of the Company, any
agreement or obligation of the Company, or applicable law.
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3. |
Applicable Laws
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4. |
Opinions
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(a) |
Common Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company;
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(b) |
Warrants and Units will be validly issued by, and will be binding obligations of, the Company; and
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(c) |
upon full payment therefor and the issue thereof in accordance with the terms of the applicable warrant, the Warrant Shares, which have been validly authorized and allotted for issuance, will be validly issued as fully paid and
non-assessable common shares in the capital of the Company and will, when sold and paid for as contemplated by the Registration Statement, continue to be validly issued, fully paid and non-assessable; and upon payment for the applicable
Securities provided for in the applicable Agreement and when issued, sold and delivered and in accordance with such Agreement.
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5. |
Qualifications
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