Shopify (SHOP) S-8Registration of securities for employees

We have acted as Canadian counsel to Shopify Inc., a corporation incorporated under the Canada Business Corporations Act (the “Corporation”), in connection with the filing by the Corporation with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (such registration statement, as it may be amended from time to time, is referred to herein as the “Registration Statement”) relating to the registration pursuant to the United States Securities Act of 1933, as amended, of 3,478,300 Class A subordinate voting shares in the capital of the Corporation (collectively, the “Shares”) which may be issued by the Corporation upon the exercise of certain stock options (“Options”) and restricted stock units (“RSUs”, and together with the Options, the “Awards”) outstanding under the Deliverr, Inc. 2017 Stock Option and Grant Plan (the “Equity Plan”), which Options and RSUs were assumed by the Corporation on July 8, 2022 pursuant to an Agreement and Plan of Merger dated as of May 4, 2022 (the “Merger Agreement”), by and among, inter alia, the Corporation, Dash Merger Sub Inc. and Deliverr, Inc. We have examined the Registration Statement, the Merger Agreement and the Equity Plan, and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the “Corporate Documents”):

We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents.

In examining all documents and in providing our opinions below we have assumed that:

We are qualified to carry on the practice of law only in the Province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein.  Any reference to the laws of the Province of Ontario includes the laws of Canada applicable therein.  Our opinions are expressed with respect to the laws of the Province of Ontario in effect on the date of this opinion and we do not accept any responsibility to inform the addressees of any change in law subsequent to this date that does or may affect the opinions we express.

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

Based and relying upon and subject to the foregoing, we are of the opinion at the date hereof that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms and conditions of the Awards, will be validly issued, fully paid and non-assessable.

 This opinion is rendered solely in connection with the Registration Statement.

 We acknowledge that we are referred to in Item 8 of the Registration Statement and we hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the Rules and Regulations of the Commission.