Exhibit 5.1

 

MCMURDO LAW GROUP, LLC

Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

 

 

Date: November 2, 2018

1185 Avenue of the Americas
3rd Floor New York,
NY 10036

  

VIA ELECTRONIC TRANSMISSION

 

MyDx, Inc.

6335 Ferris Square, Suite B

San Diego, California 92121 

 

Re:MyDx, Inc.

 

Form S-8 Registration Statement

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed by MyDx, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission on or about November 2, 2018, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 150,000,000 shares of the Company’s common stock, $0.001 par value per share, that are subject to issuance by the Company under the MyDx, Inc. 2018 Stock Incentive Plan.

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

Based on our examination mentioned above, we are of the opinion that the securities being issued pursuant to the Registration Statement are duly authorized and will be, when so issued, legally and validly issued, and fully paid and non-assessable.

   

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

 

  MCMURDO LAW GROUP, INC.
   
  /s/ Matthew McMurdo, Esq.
  Matthew McMurdo, Esq.

  

McMurdo Law Group, LLC

 

New York