EX-5.1 4 ea191878ex5-1_digihost.htm OPINION OF PETERSON MCVICAR LLP

Exhibit 5.1

 

www.petelaw.com

 

January 22, 2024

 

Dear Sirs / Mesdames:

 

RE: Digihost Technology Inc. – Registration Statement on Form S-8

 

We have acted as Canadian counsel to Digihost Technology Inc. (the “Company”), in connection with the registration of up to 6,114,336 subordinate voting shares, no par value per share, of the Company (the “SV Shares”) reserved for issuance pursuant to the Company’s Stock Option Plan, as amended on January 18, 2024 (the “Option Plan”) and pursuant to the Company’s Restricted Share Unit Plan, as amended on January 18, 2024 (the “RSU Plan” and, collectively with the Option Plan, the “Plans”), pursuant to a registration statement on Form S-8 (the “Registration Statement”) filed on January 22, 2024 with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of the SV Shares.

 

We have examined the Registration Statement, the Plans and the form of Option Agreement (as defined in the Option Plan) and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinion hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Company.

 

In reviewing the foregoing documents and in giving this opinion, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies.

 

We are qualified to practice law in the Province of Ontario and this opinion is rendered solely with respect to the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

On the basis of the foregoing, we are of the opinion that the SV Shares have been authorized for issuance pursuant to the terms of the Option Plan and RSU Plan, as applicable, and, (x) when issued in accordance with the terms of the RSU Plan and the applicable award agreement or (y) when issued and paid for in accordance with the terms of the Option Plan and the applicable Option Agreement, as applicable, the SV Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Yours truly,

/s/ Peterson McVicar LLP

Peterson McVicar LLP