Exhibit 5.1
Osler, Hoskin & HarcourtLLP 1000 De La Gauchetière Street West Suite 2100 Montréal, Québec, Canada H3B 4W5 514.904.8100 MAIN 514.904.8101 FACSIMILE |
Montréal
Toronto
Calgary
Ottawa
Vancouver
New York
November 7, 2022
Neptune Wellness Solutions Inc.
545 Promenade du Centropolis
Suite 100
Laval, Québec
H7T 0A3
Dear Sirs/Mesdames:
Re: Neptune Wellness Solutions Inc. – Registration Statement on Form S-1
We have acted as Canadian counsel to Neptune Wellness Solutions Inc. (the “Corporation”), a corporation organized under the Business Corporations Act (Québec) in connection with the Registration Statement on Form S-1 (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), filed by the Corporation on November 7, 2022 with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, covering the registration for resale of up to 6,417,114 common shares of the Corporation (the “Shares”) on behalf of the selling shareholders identified in the Prospectus issuable upon the exercise of certain warrants issued to the selling shareholders in a private placement on October 11, 2022 (the “Warrants”).
We have examined (a) the Registration Statement, (b) the Prospectus, and (c) the Warrants and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinion hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Corporation certifying, among other things, the certificate, articles of incorporation and by-laws of the Corporation and certain resolutions passed by the board of directors of the Corporation relating to the matters set forth herein.
In reviewing the foregoing documents and in giving this opinion, we have assumed (a) the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies and (b) the completeness, truth and accuracy of all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials.
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We are qualified to practice law in the Province of Québec and this opinion is rendered solely with respect to the Province of Québec and the federal laws of Canada applicable in the Province of Québec.
Where our opinion expressed herein refers to the Shares having been issued as being “fully-paid and non-assessable” common shares of the Corporation, such opinion assumes that all required consideration (in whatever form) has been paid or provided. No opinion is expressed as to the adequacy of any consideration received.
We express no opinion to the extent that, notwithstanding the Corporation’s current reservation of the Shares as of the date hereof, future issuances of securities of the Corporation, including the Shares, and/or antidilution adjustments to outstanding securities of the Corporation, including the Warrants, may cause the Warrants to be exercisable for more common shares of the Corporation than the number that then remain authorized but unissued.
On the basis of the foregoing and the qualifications set forth herein, we are of the opinion that the Shares, when issued and paid for upon exercise of the Warrants, will be validly issued, fully paid and non-assessable.
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Yours very truly,
(signed) Osler, Hoskin & Harcourt LLP
Osler, Hoskin & Harcourt LLP