Exhibit 5.1

McCarthy Tétrault LLP

Suite 2400, 745 Thurlow Street

Vancouver, BC V6E 0C5

Canada

 

May 20, 2021

Score Media and Gaming Inc.

500 King Street West, Fourth Floor

Toronto, ON M5V 1L9

Canada

Dear Sirs/Mesdames:

Re: Registration Statement on Form S-8 of Score Media and Gaming Inc.

We have acted as Canadian counsel to Score Media and Gaming Inc. (the “Company”), a corporation continued under the laws of British Columbia, in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) relating to the registration under the Securities Act of 1933, as amended, of 8,000,000 Class A Subordinate Voting Shares of the Company (the “Shares”) to be issued under the Company’s Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the “Option & RSU Plan”) and the Amended and Restated Employee Share Purchase Plan (together with the Option & RSU Plan, the “Plans”).

In connection with giving this opinion, we have examined the Registration Statement (including exhibits thereto). We have also examined originals, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents as we have considered necessary in order to express the opinion set out below. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company. We also note that any increase to the number of Shares that may be issued pursuant to the Option & RSU Plan beyond an aggregate of 6,500,000 will require the approval of the Toronto Stock Exchange and the shareholders of the Company.

In giving this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, certified or otherwise identified to our satisfaction. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.

The opinion expressed herein is limited to matters governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

Based and relying upon and subject to the foregoing, we are of the opinion that the Shares, when issued and sold by the Company in accordance with the terms of the Plans and the agreements contemplated by the Plans, will be validly issued, fully paid and non-assessable shares in the capital of the Company.

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We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement.

This opinion is effective as at the date hereof and is based upon laws in effect and facts in existence as at the date hereof. We express no opinion as to the effect of future laws or judicial decisions on the subject matter hereof, nor do we undertake any duty to modify this opinion to reflect subsequent facts or developments concerning the Company or developments in the law occurring after the date hereof.

Yours very truly,

/s/ McCarthy Tétrault LLP