Exhibit 5.1
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 | | | | 555 California Street 12th Floor San Fransico, CA 94104 | | 415.875.2300 Fenwick.com |
March 23, 2022
Amyris, Inc.
5885 Hollis Street, Ste. 100
Emeryville, California 94608
Ladies and Gentlemen:
We deliver this opinion with respect to certain matters in connection with the offering by the Selling Stockholder (as defined below) of 852,234 shares of the common stock of Amyris, Inc., a Delaware corporation (the “Company”), par value $0.0001 per share (the “Shares”), issued or to be issued to the Selling Stockholder (as defined below) pursuant to that certain Asset Purchase Agreement, dated as of March 9, 2022, (the “Purchase Agreement”) by and among the Company, Amyris Clean Beauty, Inc., the Company’s subsidiary, and MenoLabs, LLC (the “Selling Stockholder”). The Shares are registered and offered pursuant to an automatic shelf Registration Statement on Form S-3 (File No. 333-255105) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 7, 2021 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus filed therewith (the “Base Prospectus”) and the prospectus supplement dated March 23, 2022 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the Securities Act (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”). The Shares may be sold from time to time by the Selling Stockholder, as set forth in the Registration Statement and the Prospectus. The offering of the Shares by the Selling Stockholder pursuant to the Registration Statement and the Prospectus is referred to herein as the “Offering.”
In connection with our opinion expressed below we have examined originals or copies of the Purchase Agreement, the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”) and the Company’s Restated Bylaws, as amended (the “Bylaws” and, together with the Restated Certificate, as each may be amended, modified or restated, the “Charter Documents”), certain minutes and consents of the Company’s board of directors (the “Board”) or a committee or committees thereof relating to the Registration Statement, the Charter Documents, the Purchase Agreement, the Offering, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. In giving our opinion, we have also relied upon a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.
In our examination of documents we have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.
