Exhibit 5.1

 

August 24, 2026

MiMedx Group, Inc.

1775 West Oak Commons Ct NE

Marietta, Georgia 30062

 

Re: Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We are issuing this opinion in our capacity as counsel to MiMedx Group, Inc., a Florida corporation (“MiMedx”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement on Form S-4, first filed on August 24, 2026 (as amended or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by MiMedx of up to 4,500,000 shares of common stock, par value $0.001 per share (the “MiMedx Common Stock”), issuable pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among MiMedx, Sanara Medtech Inc., a Texas corporation (“Sanara”) and Mustang Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of MiMedx (“Merger Sub”), pursuant to which Merger Sub will merge with and into Sanara, with Sanara surviving such merger as a wholly owned subsidiary of MiMedx (the “Merger”). Certain shares of MiMedx Common Stock to which the Registration Statement relates (the “Registered Shares”) are to be issued by MiMedx pursuant to the transactions contemplated by the Merger Agreement, and subject to the terms and conditions therein, to the holders of common stock, par value $0.001 per share, of Sanara (“Sanara Common Stock”) in connection with the Merger.

 

In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Merger Agreement, (ii) the Registration Statement, (iii) the Restated Articles of Incorporation of MiMedx included as Exhibit 3.1 to the Registration Statement, and the subsequent articles of amendment thereto (included as Exhibit 3.2, 3.3, and 3.4 to the Registration Statement), (iv) the Amended and Restated Bylaws of MiMedx included as Exhibit 3.5 to the Registration Statement, and the subsequent amendment thereto (included as Exhibit 3.6 to the Registration Statement) and (v) resolutions of the board of directors of MiMedx that pertain to the Merger Agreement and the issuance of the Registered Shares pursuant thereto. In addition, we have also made such further legal and factual examinations and investigations as we considered necessary or appropriate for purposes of expressing the opinions set forth herein.

 

For purposes of this letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto other than MiMedx. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of the officers and other representatives of MiMedx and others as to factual matters.

 

In furnishing this opinion, we have further assumed that (i) the Registration Statement (including any post-effective amendments), will have become effective, (ii) the Registered Shares will be issued and delivered in accordance with the terms of the Merger Agreement and in the manner specified in the Registration Statement and (iii) the other conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or duly waived.

 

 

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when issued and delivered in accordance with the terms and conditions of the Merger Agreement, the Registered Shares will be validly issued, fully paid and non-assessable.

 

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Florida Business Corporation Act (including the statutory provisions, all applicable provisions of the Florida constitution and reported judicial decisions interpreting the foregoing).

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date of effectiveness should the Florida Business Corporation Act be changed by legislative action, judicial decision or otherwise after the date hereof.

  

Sincerely,  
   
/s/ Greenberg Traurig, P.A.  
   
GREENBERG TRAURIG, P.A.