Stikeman Elliott LLP Barristers & Solicitors
1155 René Lévesque Blvd. West, 40th Floor, Montréal, Quebec, Canada H3B 3V2
Tel: (514) 397-3000 Fax: (514) 397-3222 www.stikeman.com
December 14, 2015
Sphere 3D Corp.
240 Matheson Boulevard East
Mississauga, ON L4Z 1X1
Canada
Dear Sirs/Mesdames:
| Re: | Registration of 283,262 common shares of Sphere 3D Corp. |
We have acted as Canadian special counsel to Sphere 3D Corp., a corporation amalgamated under the Business Corporations Act (Ontario) (the "Company"), in connection with the registration under the United States Securities Act of 1933, as amended, pursuant to a Registration Statement on Form F-3 (the "Registration Statement"), filed on or about the date hereof with the United States Securities and Exchange Commission, relating to the offer and sale, from time to time by MacFarlane Family Ventures, LLC, of:
| (a) | 141,631 outstanding common shares of the Company (the "Shares"); and | |
| (b) | 141,631 common shares issuable upon the exercise of outstanding warrants of the Company (the "Warrant Shares" and, collectively with the Shares, the "Registration Shares") in accordance with the warrant agreement set out on Schedule "A" hereof (the "Warrant Agreement"). |
For the purposes of this opinion, we have examined copies of the Registration Statement and of the Warrant Agreement, as well as copies of the purchase agreement dated August 10, 2015 entered into between MacFarlane Family Ventures, LLC and the Company, and of the amendment no.2 dated September 22, 2015 to such purchase agreement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the "Corporate Documents"):
| (a) | the certificate and articles of amalgamation of the Company; | |
| (b) | the by-laws of the Company; | |
| (c) | certain resolutions of the Company's directors; and | |
| (d) | a certificate of an officer of the Company (the "Officer's Certificate"). |
We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have relied upon the Corporate Documents without independent investigation of the matters provided for therein for the purpose of providing our opinion expressed herein.
In examining all documents and in providing our opinion expressed herein we have assumed that:
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| (a) | all individuals had the requisite legal capacity; | |
| (b) | all signatures are genuine; | |
| (c) | all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; | |
| (d) | all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; | |
| (e) | the certificate of amalgamation of the Company is conclusive evidence that the Company is amalgamated under the Business Corporations Act (Ontario); and | |
| (f) | all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of the Company including, without limitation, the Officer's Certificate, are complete, true and accurate. |
We express no opinion as to any laws, or matters governed by any laws, other than the laws of the province of Ontario and the federal laws of Canada applicable therein. Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.
Where our opinion expressed herein refers to the Registration Shares having been issued as being "fully-paid and non-assessable", 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.
Based and relying upon the foregoing, we are of the opinion that the Shares have been duly issued by the Company as fully paid and non-assessable and the Warrant Shares, when issued upon exercise of the Warrants in accordance with the terms of the Warrant Agreement, will be validly issued as fully paid and non-assessable.
This opinion has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Registration Shares.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm on the cover page and under the caption "Legal Matters". In giving this consent, we do not admit that we are within the category of persons whose consent is required under the Act or the rules and regulations promulgated thereunder. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.
Yours truly,
/s/ Stikeman Elliot LLP
Schedule "A"
Warrant Agreement
Warrant Certificate No.28 for the purchase of 141,631 common shares, dated December 14, 2015, issued to MacFarlane Family Ventures LLC