Exhibit 5.1
Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com |
February 17, 2021
A.G.P./Alliance Global Partners
590 Madison Ave., 28th Floor
New York, NY 10022
as Placement Agent
Re: voxeljet AG
Ladies and Gentlemen:
This firm has acted as United States counsel to voxeljet AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Company”), in connection with its offering of a total of 443,414 American depositary shares ("ADSs") representing 443,414 ordinary registered shares (the “Shares”) in the Company with no par value (Stammaktien), each such share representing a fractional amount in the registered share capital of €1.00 (the "Offering").
This opinion letter is furnished to you pursuant to the requirements set forth in Section 8(B) of the placement agent agreement between the Company and the Placement Agent dated February 10, 2021 (the “Placement Agent Agreement”) in connection with the closing thereunder on the date hereof (the “Closing”). Capitalized terms used herein which are defined in the Placement Agent Agreement shall have the meanings set forth in the Placement Agent Agreement, unless otherwise defined herein (including in Schedule 1 attached hereto). Certain other capitalized terms used herein are defined in Schedule 1 attached hereto.
For purposes of this opinion letter, we have examined copies of the documents listed on Schedule 1 attached hereto (the “Documents”). The opinions set forth in paragraphs (a) through (g) below are referred to herein as the “Opinions.” We believe the Documents provide an appropriate basis on which to render the Opinions.
In our examination of the Placement Agent Agreement and the other Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including pdfs and conformed copies provided through the EDGAR System of the Securities and Exchange Commission (the “Commission”)). We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter. As to all matters of fact relevant to
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg MADSid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
| | |
A.G.P./Alliance Global Partners | - 2 - | February 17, 2021 |
this opinion letter, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. The Opinions are given, and other statements are made, in the context of the foregoing.
As used in this opinion letter, the phrase “to our knowledge” means the actual knowledge (that is, the conscious awareness of facts or other information) of lawyers currently in the firm who have given substantive legal attention to representation of the Company.
The Opinions are based as to matters of law solely on applicable provisions of the following, as currently in effect (“Covered Law”): (i) as to the opinions expressed in paragraph (c), the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, (ii) as to the opinions expressed in paragraphs (a), (b)), (d), (e), subject to the exclusions and limitations set forth in this opinion letter, the internal laws of the State of New York (“New York Law”), (iii) as to the opinions expressed in paragraph (f), the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, and (iv) as to the opinions expressed in paragraphs (d) and (e), subject to the exclusions and limitations set forth in this opinion letter, federal statutes, rules and regulations.
Based upon, subject to and limited by the assumptions, qualifications, exceptions, and limitations set forth in this opinion letter, we are of the opinion that:
| | |
A.G.P./Alliance Global Partners | - 3 - | February 17, 2021 |
| | |
A.G.P./Alliance Global Partners | - 4 - | February 17, 2021 |
Our opinion in paragraph (e) above is not intended to cover and should not be viewed as covering approvals, consents, registrations and filings required for the conduct of the Company’s business generally (i.e., that would be required in the course of its business in the absence of entering into the Placement Agent Agreement).
In addition to the assumptions, qualifications, exceptions and limitations elsewhere set forth in this opinion letter, our opinions expressed above are also subject to the effect of: (1) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); and (2) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).
Nothing herein shall be construed to cause us to be considered experts within the meaning of Section 11 of the Securities Act.
We express no opinion in this letter as to any statutes, rules, regulations or decisional law other than Covered Law as provided above and subject to the exclusions and limitations in this opinion letter (and in particular, we express no opinion as to any effect that such other statutes, rules, regulations or decisional law may have on the Opinions). We express no opinion in this letter as to securities law (except to the extent stated in paragraphs (c), (e)(ii) and (f), antitrust, unfair competition, banking, or tax law, or the statutes, rules, regulations or decisional law of any political subdivision below the federal level or that relate to the Committee on Foreign Investment in the United States. The opinions expressed in this opinion letter are based upon a review of only those statutes, rules and regulations, not otherwise excluded in this letter, that in our experience are generally recognized as applicable to transactions of the type covered by the Placement Agent Agreement and to the role of the Company in such transactions. We express no opinion as to the enforceability of any indemnification or contribution provisions contained in any agreement insofar as enforcement of these provisions may be limited by applicable federal securities laws or principles of public policy.
We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter is being furnished by us only to you in connection with the Closing under the Placement Agent Agreement on the date hereof, is solely for your benefit in your capacity as Placement Agent, and should not be quoted in whole or in part or otherwise be used, relied upon, or referred to, for any other purpose or by any other person (including any person purchasing any of the ADSs from you), and should not be filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm.
Very truly yours,
/s/ HOGAN LOVELLS INTERNATIONAL LLP
HOGAN LOVELLS US LLP
SCHEDULE 1
1