Exhibit 5.1
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 | | | | 1114 Avenue of the Americas, 23rd Floor New York, New York 10036.7703 USA P. 212.880.6000 | F. 212.682.0200 |
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August 9, 2022 Village Farms International, Inc. 4700-80th Street Delta, British Columbia, Canada V4K 3N3 | | | | 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2 Canada P. 416.865.0040 | F. 416.865.7380 www.torys.com |
Dear Sirs/Mesdames:
| | Re: | Village Farms International, Inc. – At-the-Market Offering of Common Shares |
We have acted as U.S. and Canadian counsel for Village Farms International, Inc., a corporation organized under the laws of Canada (the “Corporation”), in connection with the offering of common shares (the “Common Shares”) with an aggregate sale price of up to $50,000,000 (such amount of Common Shares, the “Shares”) pursuant to the prospectus supplement, dated August 9, 2022 (the “Prospectus Supplement”), to the prospectus dated June 21, 2022 (as supplemented by the Prospectus Supplement, the “Prospectus”) filed pursuant to Rule 424(b)(3), with the Securities and Exchange Commission (the “Commission”) and part of the Corporation’s registration statement (the “Registration Statement”) on Form S-3 (File No. 333-257857) , filed with the Commission on July 12, 2021, as amended by the post-effective amendment thereto, filed with the Commission on June 9, 2022 and declared effective by the Commission on June 21, 2022, in accordance with the Securities Act of 1933, as amended (the “Securities Act”). The Shares will be offered and sold from time to time by way of an “at-the-market” offering in the United States in accordance with the Continuous Equity OfferingSM Sales Agreement, dated as of the date hereof (the “Sales Agreement”) between the Corporation and Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners (the “Agents”).
We are qualified to practice law in the Province of Ontario and the State of New York, and we do not express any opinion with respect to the laws of any jurisdiction other than (a) the laws of the Province of Ontario and the federal laws of Canada applicable therein (including in respect of the Canada Business Corporations Act (“CBCA”)) and (b) the laws of the State of New York, in each case, in force at the date of this opinion letter. All opinions with respect to the laws of the Province of Ontario and the federal laws of Canada applicable therein are given by members of the Law Society of Ontario and all opinions with respect to the laws of the State of New York are given by members of the New York State Bar. Notwithstanding the foregoing and our opinions set forth below, we express no opinion with respect to the compliance or non-compliance with applicable privacy laws in connection with the issuance and sale of any Common Shares.
As counsel for the Corporation, we have reviewed the Sales Agreement, the Registration Statement and the Prospectus. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization, issuance and sale of the Common Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
