Attached files
| file | filename |
|---|---|
| EX-1.1 - EXHIBIT 1.1 - MeiraGTx Holdings plc | tm2036320d4_ex1-1.htm |
| 8-K - FORM 8-K - MeiraGTx Holdings plc | tm2036320-4_8k.htm |
Exhibit 5.1
| 23 November 2020 | Our Ref: AB/RL/151627 |
MeiraGTx Holdings plc c/o Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Road George Town Grand Cayman KY1-9008 Cayman Islands |
Dear Sirs
MeiraGTx Holdings plc
We have been asked to provide this legal opinion to you with regards to the laws of the Cayman Islands in connection with the registration of a public offering by MeiraGTx Holdings plc (the "Company") under the United States Securities Act of 1933, as amended, (the "Securities Act") of 5,000,000 ordinary shares and up to an additional 750,000 ordinary shares which the Underwriters (as defined in Schedule 1) will have a right to purchase from the Company, in each case with a par value of US$0.00003881 per share in the capital of the Company (the "Offered Shares"), such Offered Shares to be issued pursuant to the Documents (defined in Schedule 1).
For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinion in relation to the matters set out below.
| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar"). |
| 2. | The Offered Shares, as contemplated by the Documents, have been duly authorised by all necessary corporate action of the Company. Upon the issue of the Offered Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Documents, the Offered Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company). |
The foregoing opinion is given based on the following assumptions.
| 1. | The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents. |
| 2. | The Memorandum and Articles of Association reviewed by us will be the memorandum and articles of association of the Company in effect upon the issuance of the Offered Shares. |
| 3. | The Company will offer, issue and sell the Offered Shares in the manner contemplated by the Registration Statement and the documents or agreements referred to therein and otherwise in compliance with all applicable United States federal and state securities laws. |
| 4. | The Company Records (as defined in Schedule 1) are complete and accurate and all matters required by law and the Memorandum and Articles of Association to be recorded therein are completely and accurately so recorded. |
| 5. | The accuracy and completeness of all factual representations made in the Documents and all other documents reviewed by us. |
| 6. | The Company will receive consideration in money or money’s worth for each Offered Share when issued, such consideration in any event not being less than the stated par or nominal value of each Offered Share. |
| 7. | The Resolutions are and shall remain in full force and effect and have not been and will not be rescinded or amended. The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. |
| 8. | The Documents have been duly authorised, executed and delivered by or on behalf of all relevant parties and are legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of the Cayman Islands). |
| 9. | All preconditions to the issue of the Offered Shares under the terms of the Underwriting Agreement will be satisfied or duly waived prior to the issue of the Offered Shares and there will be no breach of the terms of the Underwriting Agreement. |
| 10. | There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by the issuance and allotment of the Offered Shares and, insofar as any obligation expressed to be incurred under any of the Documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction. |
| 11. | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect any of the opinions set forth above. |
We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.
Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing (as defined in Schedule 1) issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Law on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.
Yours faithfully
Walkers
Schedule 1
LIST OF DOCUMENTS EXAMINED
| 1. | The Certificate of Incorporation of the Company dated 1 May 2018, the Amended and Restated Memorandum and Articles of Association of the Company dated 19 June 2019 (the "Memorandum and Articles of Association") and each of the Register of Directors, Register of Officers and Register of Mortgages and Charges of the Company (together, the "Company Records"). |
| 2. | The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 20 November 2020. |
| 3. | A Certificate of Good Standing dated 20 November 2020 in respect of the Company issued by the Registrar (the "Certificate of Good Standing"). |
| 4. | A copy of the executed written resolutions of the Directors of the Company dated 16 November 2020 and of the Pricing Committee of the Company dated 19 November 2020 (the "Resolutions"). |
| 5. | Copies of the following documents (the "Documents"): |
| (a) | The Registration Statement on Form S-3 (Registration No. 333-232677) containing a base prospectus filed by the Company with the United States Securities and Exchange Commission (the "SEC") on 17 July 2019 and a preliminary prospectus supplement dated 18 November 2020 filed by the Company with the SEC and a prospectus supplement dated 19 November 2020 filed by the Company with the SEC (the "Registration Statement"); and |
| (b) | an Underwriting Agreement, dated 19 November 2020, between the Company and BofA Securities, Inc., Piper Sandler & Co., Evercore Group L.L.C. and Barclays Capital Inc as representatives of the several underwriters named in the agreement (the "Underwriters") (the "Underwriting Agreement"). |