Exhibit 5.1
 | Robert Michels
Robert Bastian | robert.michels@dentons.com D +49 69 45 00 12 250
Dentons Europe LLP Rechtsanwälte Steuerberater Thurn-und-Taxis-Platz 6 60313 Frankfurt am Main Germany | Salans FMC SNR Denton dentons.com |
| T +49 69 450012 0 | |||
| F +49 69 450012 133 |
Innocoll AG
FAO Management Board / Vorstand
Unit 9, Block D
Monksland Business Centre
Monksland, Athlone
Ireland
October 6, 2015
Issuance and Sale of American Depositary Shares
Ladies and Gentlemen,
| 1. | We are acting as German legal counsel to Innocoll AG (the “Company”), a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, in connection with an offering (the “Offering”) of American Depositary Shares evidenced by American Depositary Receipts, each representing an ownership interest of 1/13.25 of an ordinary registered share of the Company (nennwertlose auf den Namen lautende Stückaktie) with a notional value (anteilig entfallender Betrag des Grundkapitals) of EUR 1.00 per share (the “Ordinary Shares”). The Offering consists of: |
| (i) | a primary offering of the Company regarding an indeterminate number of Ordinary Shares with an aggregate public offering price not to exceed USD 150,000,000 (the “Future Shares”); and |
| (ii) | up to 911,982 Ordinary Shares, including 205,199 Ordinary Shares (the “New Shares”) (not yet issued) which will be issuable upon the exercise of the relevant option agreements with the selling shareholders (the “Selling Shareholders”) and which will be sold by the Selling Shareholders as set forth in the Registration Statement (as defined below). |
| 2. | This opinion letter is being furnished in connection with the Registration Statement (as amended through the date hereof, the “Registration Statement”) on Form F-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 29, 2015 (File number 333-207184) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”). |
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| 3. | In arriving at the opinion expressed below, we have examined and relied upon the following documents: |
| i. | the Registration Statement; |
| ii. | the articles of association (Satzung) of the Company as in effect on the date hereof (“Articles of Association”); and |
| iii. | an electronic excerpt from the commercial register (Handelsregister) of the local court (Amtsgericht) at Regensburg, Germany, as of the date hereof with respect to the Company. |
| 4. | In rendering the opinion expressed below, we have relied, without independent verification, upon the following assumptions: |
| i. | the authenticity of all documents submitted to us as originals; |
| ii. | the conformity with their respective original documents of all documents submitted to us as copies, and the authenticity of the originals of such copied documents; |
| iii. | the genuineness of all signatures on all documents submitted to us; |
| iv. | that any natural person signing any agreement, instrument or other document was legally competent at the time of execution; |
| v. | that any and all measures, steps, resolutions and declarations relating to the calling and holding of a general meeting of the shareholders of the Company will be complied with and all resolutions relating to capital increases will be valid and effective; and |
| vi. | that the Future Shares will have been: |
| (a) | issued in the form and manner prescribed by the Articles of Association at the time of issue; and |
| (b) | otherwise offered, issued and accepted by their subscribers in accordance with all applicable laws. |
| 5. | On the basis of and in reliance upon the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: |
| i. | The Company is a German stock corporation (Aktiengesellschaft) duly registered with the commercial register of the local court at Regensburg and validly existing under the laws of the Federal Republic of Germany. |
| ii. | The Company has a registered stated share capital (Grundkapital) amounting to EUR 1,829,206 divided into 1,829,206 Ordinary Shares and the right to issue an authorized share capital I (Genehmigtes Kapital I) amounting to EUR 205,199, an authorized capital II (Genehmigtes Kapital II) amounting to EUR 24,784 and an authorized capital III (Genehmigtes Kapital III) amounting to EUR 665,739 as well as a conditional capital (Bedingtes Kapital) amounting to EUR 150,920. |
| iii. | The existing 1,829,206 Ordinary Shares in the Company (i) are validly issued, (ii) are fully paid in and non-assessable (nicht nachschusspflichtig), (iii) conform to the description thereof contained in the Registration Statement and (iv) are not subject to any transfer restrictions or rights of preemption (Vorkaufsrecht) under the Articles of |
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Association or applicable provisions of German law except as set forth in the Registration Statement.
| iv. | Upon subscription and payment for the New Shares (on the basis of the relevant option agreements with the Selling Shareholders regarding the use of authorized share capital I (Genehmigtes Kapital I)) and in accordance with the German Stock Corporation Act (Aktiengesetz) as well as the relevant decisions of the general meeting of the shareholders of the Company, the management board and the supervisory board of the Company and application and registration of a capital increase for the New Shares with the commercial register of the local court at Regensburg, the New Shares will be duly issued, fully paid up, non-assessable (nicht nachschusspflichtig) and freely transferable (except for such transfer restrictions as set forth in the Registration Statement) as of the date of such registration. |
| v. | When issued, the Future Shares will have been validly issued, will have been fully paid and will be non-assessable. |
| 6. | This opinion letter is subject to the following: |
The foregoing opinion is limited to the laws of Germany and we express no opinion as to the laws of any other jurisdiction. This opinion letter does not relate to facts or laws or to the interpretations of laws after the date hereof and we do not assume any obligation to update this opinion letter or to inform you of any changes to facts or laws. Please note that such changes may have retrospective or retroactive effect.
This opinion letter is addressed to and solely for the benefit of the Company and is not intended to create third party rights pursuant to Section 328 of the German Civil Code (Bürgerliches Gesetzbuch) (Vertrag zu Gunsten Dritter) or rights for all benefit of third parties (Vertrag mit Schutzwirkung zu Gunsten Dritter) and, except with our prior written consent, is not to be transmitted or disclosed to or used or relied upon by any other person, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal securities law.
Our liability towards the Company and third parties due to any kind of negligence in rendering this opinion is limited to an amount of EUR 10 million for each case under the client agreement entered into between the Company and us.
This opinion expresses and describes German legal concepts in English and not in their original language and form. Therefore, it cannot be ruled out that due to differences of legal systems some words or phrases may have different connotations than the German words or phrases would have. Where English terms and expressions are used, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent German concepts under German law. Where we have included the relevant German expressions these shall prevail over their English translation.
This opinion letter is to be governed by and construed in accordance with German law as of the date hereof and the competent courts of Frankfurt am Main, Germany, shall have exclusive jurisdiction in connection with any disputes arising hereunder or in relation hereto.
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| 7. | We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our office under the caption “Legal Matters” in the Registration Statement. In giving this 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. |
| Sincerely, | |
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| Dentons Europe LLP |