Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - Iterum Therapeutics plc | d87674dex231.htm |
| S-1 - S-1 - Iterum Therapeutics plc | d87674ds1.htm |
Exhibit 5.1
|
A&L Goodbody International Financial Services Centre 25-28 North Wall Quay, Dublin 1 D01 H104 T: +353 1 649 2000 DX: 29 Dublin | www.algoodbody.com |
Dublin Belfast London New York San Francisco Palo Alto | ||||
| Date | | 13 August 2020 | |
| Our ref | | 01416740 | |
| Your ref | | |
Iterum Therapeutics plc
Block 2, Floor 3
Harcourt Centre, Harcourt Street
Dublin 2,
Ireland
Iterum Therapeutics plc (the Company)
Dear Sirs
We are acting as Irish Counsel to the Company, a public limited company incorporated under the laws of Ireland (registration number 563531), in connection with the filing of a registration statement (including any amendments thereto, the Registration Statement) on Form S-1 to be filed by the Company under the Securities Act of 1933, as amended, of an aggregate of 3,616,339 ordinary shares of the Company, nominal value $0.01 per share (the Shares), that are issuable upon the exercise of the following:
| • | a warrant dated June 5, 2020 to purchase 371,857 Shares and a warrant dated July 2, 2020 to purchase 421,586 Shares, issued by the Company to Intracoastal Capital, LLC (IC); |
| • | a warrant dated June 5, 2020 to purchase 891,145 Shares and a warrant dated July 2, 2020 to purchase 1,011,805 Shares, issued by the Company to Armistice Capital Master Fund, Ltd (ACMF); |
| • | a warrant dated June 5, 2020 to purchase 222,883 Shares issued by the Company to Lincoln Park Capital Fund, LLC (LPC); |
| • | a warrant dated July 2, 2020 to purchase 252,952 Shares issued by the Company to Anson Investments Master Fund LP (AIM, together with IC, ACMF and LPC, the Investors); |
| • | a warrant dated June 5, 2020 to purchase 39,524 Shares and a warrant dated July 2, 2020 to purchase 44,857 Shares, issued by the Company to Aileen Gibbons (AG); |
| • | a warrant dated June 5, 2020 to purchase 26,003 Shares and a warrant dated July 2, 2020 to purchase 29,511 Shares, issued by the Company to Noam Rubinstein (NR); |
| • | a warrant dated June 5, 2020 to purchase 133,395 Shares and a warrant dated July 2, 2020 to purchase 151,391 Shares, issued by the Company to Michael Vasinkevich (MV); |
| CE Gill • JG Grennan • PD White • VJ Power • LA Kennedy • SM Doggett • B
McDermott • C Duffy • PV Maher • S O’Riordan • MP McKenna • KA Feeney • M Sherlock • E MacNeill
Consultants: SW Haughey • Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan • PM Law |
| • | a warrant dated June 5, 2020 to purchase 7,021 Shares and a warrant dated July 2, 2020 to purchase 7,968 Shares, issued by the Company to Craig Schwabe (CS); and |
| • | a warrant dated June 5, 2020 to purchase 2,080 Shares and a warrant dated July 2, 2020 to purchase 2,361 Shares, issued by the Company to Charles Worthman (CW, and together with AG, NR, MV, CS and the Investors, the Selling Shareholders); |
(together, the Warrants).
All of the Shares are being registered on behalf of the Selling Shareholders.
In connection with this Opinion, we have reviewed copies of:
| • | the Registration Statement; |
| • | the Warrants; and |
| • | copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. |
In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, all such corporate records, documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches on 13 August 2020 (being the last practicable date on which searches could be conducted) in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
We have further assumed:
| 1 | that as of today’s date and at each time Shares are issued, none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired, and that the Shares will be issued in accordance with such resolutions and authorities and the terms of the Warrants; |
| 2 | that at each time Shares will be issued, a sufficient number of ordinary shares of the Company, nominal value $0.01 per share, will remain authorised and available for issuance by the Board pursuant to the constitution of the Company; |
| 3 | that any issue of Shares pursuant to the Warrants will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares of cash at least equal to the nominal value of such Shares; |
| 4 | that the issuance of the Shares, and any subsequent offering and sale of the Shares by the Selling Shareholders, will be in compliance with the Companies Act 2014, the Irish Takeover Panel Act 1997, Takeover Rules 2013, and all applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 5 | that the filing of the Registration Statement with the Securities and Exchange Commission (SEC) has been authorised by all necessary actions under all applicable laws other than Irish law; |
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| 6 | that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined; |
| 7 | the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors; and |
| 8 | that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Shares; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Shares; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Shares; and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Shares. |
Subject to the foregoing and to the within additional qualifications and assumptions, and based upon searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 13 August 2020, we are of the opinion that:
| • | the Company is a company duly incorporated under the laws of Ireland and validly existing under the laws of Ireland; and |
| • | the Shares have been duly authorised and, when issued (and, if required, paid for in either cash or otherwise) in accordance with the Warrants, will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”). |
In rendering this Opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.
This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.
We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act, and to the use of our name therein and in the related prospectus and in any prospectus supplement under the caption “Legal Matters.”
The Opinion is governed by and construed in accordance with the laws of Ireland.
Yours faithfully
/s/ A&L Goodbody
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