Exhibit 5.1
EDAP TMS S.A.
Parc d’Activités la Poudrette-Lamartine
4/6, rue du Dauphiné
69120 Vaulx-en-Velin,
France
Vaulx-en-Velin, April 5, 2017
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | 2016 Share Subscription Option Plan |
Ladies and Gentlemen:
I am the Legal Affairs Officer of EDAP TMS S.A. (the “Company”), a company incorporated in the Republic of France. In that capacity, I have acted as counsel for the Company in connection with the 2016 Share Subscription Option Plan (the “2016 Option Plan”). In that regard, the Company is filing a registration statement on Form S-8 to register the following number of ordinary shares of the Company, par value €0.13 per share issuable to employees of the Company and direct and indirect subsidiaries of the Company: 975,000 shares (the “Shares”) under the 2016 Option Plan, including 550,000 Shares pursuant to options granted on April 26, 2016 and 425,000 Shares underlying options that remain to be granted pursuant to the 2016 Option Plan. This opinion is limited to the laws of France and is provided to you solely for your benefit as a supporting document for the Shares.
In furnishing this opinion, I or lawyers under my supervision have examined such documents, corporate records and other agreements, instruments or opinions as I have deemed necessary for purposes of this opinion. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. On the basis of the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued or delivered and sold in accordance with the 2016 Option Plan, will be validly issued, fully-paid and non-assessable.
I do not purport to be an expert on the laws of any jurisdiction other than the laws of the Republic of France, and I express no opinion herein as to the effect of any other laws.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 that the Company is filing with the United States Securities and Exchange Commission with respect to the Shares. By giving my consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
| /s/ Blandine Confort |
| Name: Blandine Confort |
| Title: Legal Affairs Officer |
