voxeljet F3 Shelf registration | VJTTY 7 May 21

Exhibit 5.1

HL_color

Hogan Lovells International LLP

Karl-Scharnagl-Ring 5

80539 Munich

T +49 89 290 12 0

F +49 89 290 12 222

www.hoganlovells.com

voxeljet AG

Paul-Lenz-Straße 1a

86316 Friedberg

Germany

Dr. Michael Rose

Partner

Our ref3838809

Matter ref1P0892.000206

May 7, 2021

German Legal Opinion

voxeljet AG Capital Increase 2021

Ladies and Gentlemen,

We are acting as legal advisers to voxeljet AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany, registered in the commercial register of the Local Court (Amtsgericht) of Augsburg, Germany, under the number HRB 27999 (“Company”), in connection with its filing of a Registration Statement on Form F-3 (“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“Securities Act”) for the registration of no par-value registered common shares (“New Shares”), debt securities ("Debt Securities"), warrants either issued as cash-settled warrants or created by detaching the warrants from bond-plus-warrant securities within the meaning of Section 221 of the German Stock Corporation Act (“Warrants”) and rights of existing shareholders to subscribe for the New Shares (“Rights”), of the Company, at an aggregate initial offering price not to exceed USD 50,000,000 with each New Share having a notional amount of €1.00 per share. New Shares shall be offered to investors in the United States indirectly via the issuance of certificates that are commonly known as American Depositary Receipts (“ADR”).

Under the current authorized capital the management board is authorized, with the consent of the supervisory board, to increase the Company’s registered share capital by up to € 1,353,416 no-par value registered common shares in the period until 28 May 2024. In case of a capital increase for the purpose of issuing shares to be placed at the U.S. capital market or with institutional and/or private investors through ADRs, the subscription rights of the existing shareholders can be excluded for 386,216 shares.

Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG. The Munich branch office is registered with Amtsgericht München under number PR 1732.

"Hogan Lovells" is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US 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 Madrid 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 Services Centers: Johannesburg Louisville.

The word "partner" is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. A list of the members of Hogan Lovells International LLP is open to inspection at the above address. For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

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Under the current authorization to issue warrant and / or convertible bonds resolved by the Company’s general meeting on June 30, 2020, the management board is authorized, with the consent of the supervisory board, to issue bearer or registered warrant and/or convertible bonds on or before June 29, 2025 with a total nominal amount of up to € 30,950,400 and to grant or impose, as applicable, warrant rights or obligations to/on the holders of the warrant bonds and, respectively, conversion rights or obligations to/on the holders of convertible bonds for registered no-par value shares of the company with a proportionate amount of the share capital of up to € 1,934,400.

Capitalized terms used and not otherwise defined herein have the meaning assigned to such terms in the Registration Statement.

1.	DOCUMENTS EXAMINED

In connection with this opinion letter, we have (i) investigated such questions of law, (ii) examined originals or copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this opinion letter. We have examined the following documents for the purpose of giving this legal opinion:

(a)

a copy of the Company’s articles of association (Satzung), as amended by the supervisory board on February 12, 2021 (“Articles”);

(b)

a copy of the resolution of the management board (Vorstand) of the Company and the supervisory board (Aufsichtsrat) of the Company authorizing and approving the filing of the Registration Statement; and

(c)

a copy of the Registration Statement originally filed by the Company with the SEC on May 7, 2021 pursuant to the Securities Act and the rules and regulations promulgated thereunder (“Rules”).

The documents mentioned in (a) through (c) above are collectively referred to as “Documents”.

2.	SEARCHES AND ENQUIRIES

We have not made any searches or enquiries for the purposes of giving this opinion other than:

(a)

obtaining an extract from the commercial register (Handelsregister) reflecting the entries in the commercial register regarding the Company, made on-line from the commercial register database on the date of this opinion (“Commercial Register Extract”);

(b)

an on-line search on the date of this opinion of the insolvency database (Insolvenzdatei) accessible via the relevant website (https://www.insolvenzbekanntmachungen.de/) regarding any entries in the insolvency database concerning the Company; and

(c)

an online search on the date of this opinion with the insolvency registers interconnection search interface of the European e-Justice Portal accessible via the relevant website (https://e-justice.europa.eu) regarding any entries in the insolvency databases of participating member states concerning the Company, (collectively “Searches”)

3.	SCOPE OF OPINIONS

The undersigned is admitted to the bar in Munich, Germany and licensed as lawyer in Germany. This opinion is, therefore, limited to matters of German law as presently in effect. Our opinions expressed herein are given on the basis that they represent a fair view of the legal position

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(vertretbare Rechtsansicht) under German law but do not purport to reflect all positions taken by the courts and academic writers in the past with respect to a particular legal issue. We assume no obligation to update the opinions expressed herein if laws, facts or circumstances change after the date hereof. We have not investigated and do not express or imply an opinion with respect to the laws of any jurisdiction other than Germany. In particular, this opinion does not pertain to matters arising out of or in connection with the issuance or the listing of the ADR on the NASDAQ Capital Market or another U.S. stock exchange. We have not been instructed to review any tax or regulatory matters (other than those expressly mentioned in this opinion) and (except as stated otherwise in this opinion) any reference to German law herein shall exclude the law relating to such matters. Except as deemed by us appropriate for the purposes of this opinion, we have not independently verified factual matters for the purposes of this opinion, and our opinion does not purport to express or imply any opinion with regard to such matters, including the adequacy of any of the economic terms of the transactions contemplated in the Documents. Nothing herein should be taken as expressing an opinion with respect to the representations and warranties or other factual statements contained in the Documents. Where this opinion letter refers to facts or documents "known to us" or statements are made based upon "our knowledge", and in all other similar circumstances, such knowledge shall only be relevant with regard to the conscious awareness of those lawyers of our firm having worked specifically on the transaction being the subject matter of this opinion.

4.	ASSUMPTIONS

This opinion letter is based on the following assumptions which we have taken no steps to verify independently:

(a)

the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us (whether as originals or copies);

(b)

the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies (or any other means);

(c)

that where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

(d)

that all persons who were involved in the passing of the resolutions referred to in paragraph 1 of this opinion letter and in the signing of the other Documents (i) were those whose names are referred to in the Documents and (ii) are of unimpaired mental capacity and in full possession of their legal capacity (Geschäftsfähigkeit), and that no such person was affected by duress, undue influence or mistake and no such person acted in bad faith or with the intention of fraud or lacking true intention;

(e)

that nothing in this opinion is affected by any document other than the Documents;

(f)

that nothing in this opinion letter is affected by any factual circumstance not apparent from the Documents;

(g)

that the information revealed by the Searches is accurate and complete in all respects as of the date of the Searches and that no changes to the facts related therein have occurred between the date on which the Searches were made and the date hereof;

(h)

the Documents contain all relevant information which is material for the purposes of our opinion and there is no other agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) which renders such information inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion;

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(i)

that no party to any Document, no person or body controlled by or controlling any party to any Document and no person acting on behalf of any of the foregoing is subject to United Nations or European Union sanctions or resident in, incorporated in or constituted under the law of a country which is currently subject to United Nations or European Union sanctions;

(j)

that the Company’s general meeting at which the resolutions to authorize the management board, subject to the approval of the supervisory board, to increase the share capital by issuing the New Shares (authorized capital) were passed, was duly called, convened and held in full compliance with all applicable laws;

(k)

that resolutions by the Company’s management board and supervisory board required for the creation of New Shares, Debt Securities, Warrants and Rights will not exceed any limitation under corresponding authorizations by the Company's general meeting;

(l)

that all statutory provisions relevant for this opinion letter were validly adopted and are fully enforceable;

(m)

that no document has been entered into by any party in connection with money laundering or any other unlawful activity;

(n)

that the Company will, at the time of issuance of the New Shares, be actually managed in Germany and have its "centre of main interests" within the meaning of Article 3 of the Council Regulation (EC) No 1346/2000 of 29 May 2000 on Insolvency Proceedings in Germany; and

(o)

that the Registration Statement has been or will be filed with the SEC in the form referred to in this opinion.

5.	OPINIONS

Based on the foregoing and subject to the qualifications and limitations stated herein and to any facts or documents not disclosed to us and having regard to such considerations of German law in force as at the date of this opinion, as we consider relevant, we are of the opinion that:

(a)

Upon timely and duly passed resolutions of the Company's management board and supervisory board to issue the New Shares out of authorized capital, subscription of the New Shares by signing of the subscription certificates, credit of the issue price for the New Shares to the special capital increase account of the Company at the Company's free disposal, filing of a duly signed application letter to the commercial register for the Company to register the consummation of the capital increase, registration of the capital increase with respect to the New Shares by the commercial register, the issuance of the global share certificate representing the New Shares and its deposit with the applicable depositary, and delivery to the underwriters or purchasers of the New Shares in accordance with the applicable underwriting agreement or purchase agreements, the New Shares will be duly and validly authorized, issued and, subject to payment of the difference between the lowest issue price and the final offer price, fully paid and non-assessable (which term, as used herein, means that no further sums, in addition to the amount required for the New Shares to be fully paid, are required to be paid to the Company by the holders of such New Shares solely as a result of such holders’ ownership of such New Shares).

(b)

Upon timely and duly passed resolutions of the Company's management board and supervisory board to issue the New Shares out of authorized capital without excluding the Rights and assuming the registration of the capital increase with respect to the New Shares underlying such Rights in the commercial register, the Rights (i) will be legally valid rights of the existing shareholders of the Company to subscribe for the New Shares at the subscription ratio as determined by the management board and the supervisory

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board of the Company and (ii) will – subject to the due exercise of such Rights and submission of a duly executed subscription certificate to the Company – constitute valid and legally binding obligations of the Company to enter into subscription agreements relating to the New Shares.

(c)

Assuming the (i) taking of all necessary corporate action, including, without limitation, shareholder approval and the creation of contingent capital, if necessary, to authorize and approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters and (ii) due execution, authentication, issuance and delivery of such Debt Securities upon payment of the consideration therefor provided for in the applicable underwriting agreement or purchase agreements approved by the Company's management board and supervisory board and otherwise in accordance with the provisions of the applicable indenture, such Debt Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company.

(d)

Assuming the (i) taking of all necessary corporate action, including, without limitation, shareholder approval and the creation of contingent capital, if necessary, to authorize and approve the issuance and terms of any Warrants, the terms of the offering thereof and related matters and (ii) due execution, authentication, issuance and delivery of such Warrants upon payment of the consideration therefor provided for in the applicable underwriting agreement or purchase agreements approved by the Company's management board and supervisory board and otherwise in accordance with the provisions of the applicable warrant agreement, such Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company.

6.	QUALIFICATIONS

This opinion is subject to the following qualifications and limitations:

(a)

the term "enforceable" or any other word of similar import, where used herein, means that the obligations assumed by any person expressed to be a party to a Document are of a type which the courts of Germany generally enforce but does not mean that they will be enforced under all circumstances or in accordance with their terms. The enforcement is further subject to and limited by the provisions of any applicable bankruptcy, insolvency, moratorium, administrative receivership, trust, liquidation, sequestration, insolvency administration, winding-up proceedings, creditor or debtor preference law and other law of general application from time to time in effect relating to or affecting generally the enforcement or protection of creditors’ rights and remedies;

(b)

for the purposes of this opinion we have relied upon the accuracy and completeness of the Commercial Register Extract. Entries in the commercial register are made by judges or qualified court clerks upon review of the relevant documents. As long as a fact to be entered in the commercial register has not been registered and made public, it cannot be invoked against a third party by the person in respect of whose affairs it ought to have been entered, unless the first had knowledge of such fact. If the fact has been entered and made public, it can be held against a third party; this does not apply to legal acts undertaken within 15 days after publication, if the third party proves that it neither knew nor should have known of the fact entered in the commercial register. If someone causes an inaccurate entry being made in the commercial register or if it has recognized or could have recognized that an entry in the commercial register is inaccurate (even if it did not cause the inaccurate entry) and does not have it deleted, the inaccurate entry may be held against him/her by a third party in business dealings, unless it proves that the third party did not act in reliance on such entry or that the third party knew or gross negligently failed to know of the incorrectness of the entry.

The Commercial Register Extract is, in particular, not capable of revealing conclusively whether or not:

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(i)

a winding up order has been made or a resolution has been passed for the winding up of the Company; or

(ii)

an insolvency administrator or liquidator has been appointed; or

(iii)

amendments to the Articles have been resolved,

as notice of these matters may not be filed with the commercial court immediately and, when filed, may not be entered in the commercial register database immediately. In addition, such searches are not capable of revealing, before a relevant order is made, whether or not a winding up petition has been presented, because such a petition would not be published in the commercial register;

(c)

the Search made of the insolvency database in relation to the Company is only capable of revealing whether or not insolvency or business supervision proceedings (and any details relating thereto) have been published online at the insolvency database with respect to the Company. It is not capable of revealing whether or not such petition with respect to such insolvency or business supervision proceedings has been presented, since such petitions will not be published in the insolvency database;

(d)

the insolvency registers interconnection search interface of the European e-Justice Portal is a service provided by the European Commission. However, there is no legal basis yet for this search interface, in particular, there are no legal provisions regarding the reliance on the search results and data provided. Only some EU Member States are participating. We made a "simple search" using the name of the Company as search criterion. Participating registers may have specific national rules on the search criteria necessary, how long data are retained (details of insolvency proceedings might no longer be searchable), etc.;

(e)

we have not searched the collection of documents (Urkundensammlung) containing physical and electronic documents which were filed for entries (or deletions of entries) in the commercial register regarding the Company or in compliance with certain other legal requirements. Therefore, we have relied on the Commercial Register Extract but have not verified those findings by examining whether there are any discrepancies or other deficiencies of the Commercial Register Extract (apparent) from the documents contained in the collection of documents (Urkundensammlung);

(f)

pursuant to Section 186(1) of the German Stock Corporation Act (Aktiengesetz), shareholders generally are entitled to subscription rights (Bezugsrechte) allowing them to subscribe for any new shares (including securities convertible into shares, securities with warrants to purchase shares, securities with profit participation or participation certificates) to maintain their existing share ratio in a company’s share capital. Such subscription rights are in proportion to the number of shares held by the shareholder. Moreover, subscription rights constitute rights of the shareholders to enter into subscription agreements (Zeichnungsverträge) with the company or a subscription agent or to purchase shares from an underwriting bank. However, the exercise of subscription rights does not, as such, oblige the company to implement the capital increase (unless contractually agreed separately). Shareholders may waive or transfer their subscription rights. According to Section 71b of the German Stock Corporation Act, treasury shares held by a company are not entitled to subscription rights or any other rights. Also, the management board of a company may be entitled, subject to the authorization by a resolution of the general meeting of such company, to exclude subscription rights in accordance with Sections 203 (2), (1) sentence 1, 186 (3), (4) of the German Stock Corporation Act.

7.	LANGUAGE, APPLICABLE LAW AND INTERPRETATION

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(a)

This opinion letter is provided on the basis that it is governed by and construed in accordance with German law.

(b)

In this opinion letter, German legal terms are expressed in English, sometimes explained by the addition of the original German legal term. The German legal concepts concerned may not be identical to the concepts described by the English term. We express no opinion on the interpretation by German courts in this regard.

8.	BENEFIT OF THE OPINIONS

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the caption "Legal Matters" contained in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours

/s/ HOGAN LOVELLS INTERNATIONAL LLP

Hogan Lovells International LLP

Hogan Lovells

voxeljet (VJTTY) F-3Shelf registration (foreign)