Exhibit 5.1
[Form of Opinion of Minter Ellison]
| [ ] September 2015 | LEVEL 23 RIALTO TOWERS 525 COLLINS STREET MELBOURNE GPO BOX 769 MELBOURNE VIC 3001 AUSTRALIA DX 204 MELBOURNE www.minterellison.com T +61 3 8608 2000 F +61 3 8608 1000 |
Mesoblast Limited
55 Collins Street
Melbourne Vic 3000
Dear Sirs
Mesoblast Limited Registration Statement on Form F-1
| 1. | Background |
| 1.1 | We have acted as Australian legal counsel to Mesoblast Limited (Company), a company incorporated under the laws of the Commonwealth of Australia, in connection with its public filing of a registration statement on Form F-1 as amended to the date of this letter (Registration Statement) under the U.S. Securities Act of 1933, as amended (Securities Act) with the U.S. Securities and Exchange Commission (Commission). |
| 1.2 | The Registration Statement relates to the public offering by the Company, as set out in the prospectus forming part of the Registration Statement (Prospectus) of American Depositary Shares (ADS) representing fully paid ordinary shares without par value in the Company (Shares) to be issued and sold by the Company. |
| 1.3 | We understand that the ADS are to be sold to the Underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, to be entered into between the Company and the underwriters (Underwriting Agreement). |
| 1.4 | The Registration Statement, including the Prospectus, is referred to in this letter collectively (and unless the context requires otherwise) as theDocuments. |
| 2. | Documents examined and searches conducted and relied on by us |
| 2.1 | For the purposes of this opinion, we have examined and relied on copies of the following documents: |
| (a) | the Registration Statement, in the form received by us on [ ] 2015; |
| (b) | a draft of the Prospectus forming part of that Registration Statement; |
| MINTER ELLISON GROUP AND ASSOCIATED OFFICES ADELAIDE AUCKLAND BEIJING BRISBANE CANBERRA DARWIN GOLD COAST HONG KONG LONDON MELBOURNE PERTH SHANGHAI SYDNEY ULAANBAATAR WELLINGTON |
Mesoblast Limited | ||||
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| (c) | a certificate dated [ ] 2015 signed by the directors of the Company (Directors) certifying the accuracy and completeness of the constitution of the Company, and minutes of meetings of the Directors held on [ ] 2015 and [ ] 2015; |
| (d) | the documents referred to in the certificate; |
| (e) | a search of the electronically available public register of the Company available on the on-line database of the Australian Securities and Investments Commission on [ ] am/pm on [ ] 2015; and |
| (f) | a search of the Company on the publicly available electronic Insolvency Notices register on [ ] am/pm on [ ] 2015. |
| 3. | Assumptions in providing this letter |
For the purposes of this opinion, we have assumed:
| (a) | the genuineness of all signatures; |
| (b) | the authenticity and completeness of all documents submitted to us as originals; |
| (c) | all documents submitted to us as copies conform with the originals, and all copy documents are complete and up to date; |
| (d) | all relevant original documents continue in full force and effect and all signatures, seals, dates, duty stamps and markings appearing on all documents and copy documents submitted to us are genuine; |
| (e) | any documents which purport to be governed by the law of any jurisdiction other than the laws of the Commonwealth of Australia are legal, valid and binding obligations of all parties to those documents and none of the execution, delivery or performance of any document by any party to the document violates or contravenes or is rendered invalid, not binding or unenforceable under any applicable law under any jurisdiction other than the laws of the Commonwealth of Australia; and |
| (f) | all public records and searches which we have examined are accurate and the information disclosed by the searches conducted by us is true and complete and such information has not since been altered and the searches did not fail to disclose any information which had been delivered for registration, lodgment or filing against the Company’s records but which did not appear on the public records at the date of our search. |
| 4. | Limitations and qualifications |
| 4.1 | This opinion, which is governed by and to be interpreted in accordance with, the laws of the State of Victoria, Australia, is given only with respect to the laws of that State and of the Commonwealth of Australia that are in effect on the date of this opinion. We have not investigated and do not express any view about, any law other than that of Australia. |
| 4.2 | We have relied on the assumptions contained in section 129 of the Corporations Act with respect to the Company. |
| 4.3 | We express no view on any matter requiring skill or expertise of a non-legal nature, such as financial, statistical, accounting, commercial or actuarial matters. |
Mesoblast Limited | ||||
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| 4.4 | This opinion is limited to the matters stated in this letter, and no opinion is implied or may be inferred beyond the matters expressly stated. |
| 5. | Opinion |
| 5.1 | Based on and subject to the above, in our opinion: |
| (a) | the Company is duly incorporated and validly existing under the laws of Australia and in ‘good standing’ (as the term ‘good standing’ is not defined under the laws of the Commonwealth of Australia, we have assumed that the expression means that there are no current orders for the winding up of the Company, no appointment of a liquidator of the Company, no appointment of a receiver to all or a substantial part of its assets and no notice of its proposed deregistration); and |
| (b) | on issue of the Shares against payment for the Shares offered under the Documents, the Shares will be validly issued, fully paid and ‘non-assessable’ (for the purposes of this opinion, the term ‘non-assessable’ when used to describe the liability of a person as the registered holder of shares is not a concept known under the laws of the Commonwealth of Australia, so we have assumed those words to mean that holders of such Shares, having fully paid all amounts due on the issue of such Shares, are under no personal liability under the Corporations Act to contribute to the assets and liabilities of the Company on a winding up of the Company in their capacity solely as holders of such Shares). |
| 5.2 | This opinion is deemed to be given as at the date of the effectiveness of the Registration Statement and will speak as at that date and we do not undertake any obligation to advise you of any changes (including but not limited to any subsequently enacted, published or reported laws, regulations or binding authority) that may occur or come to our attention after the date of this letter which may affect our opinion. |
| 6. | Consent |
We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated under that Act.
Yours faithfully
Partner
Contact: | Bart Oude-Vrielink Direct phone: +61 3 8608 2942 Direct fax: +61 3 8608 1151 | |
| Email: | bart.oude-vrielink@minterellison.com | |
| Partner responsible: | John Steven Direct phone: +61 3 8608 2934 | |
| Our reference: | JJS:BFO 1070678 |
