Exhibit 5.1
April 14, 2017
AquaBounty Technologies, Inc.
Two Mill and Main Place, Suite 395
Maynard, Massachusetts 01754
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| Re: | Registration Statement on Form S-8 of AquaBounty Technologies, Inc. |
Ladies and Gentlemen:
We have acted as counsel for AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), in connection with the registration of 185,591 shares (the “2006 Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), which may be issued or delivered and sold pursuant to the AquaBounty Technologies, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) and 450,000 shares (the “2016 Shares” and together with the 2006 Shares, the “Shares”) of Common Stock, which may be issued or delivered and sold pursuant to the AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (the “2016 Plan” and together with the 2006 Plan, the “Plans”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plans and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder will be, when issued or delivered and sold in accordance with the Plans and the applicable award agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plans and the applicable award agreements will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
