Exhibit 5.1
October 22, 2014
DBV Technologies S.A.
Green Square – Bâtiment D
80/84, rue des Meuniers
92220 Bagneux
France
Re:Registration Statement on Form S-8 of DBV Technologies S.A.
Ladies and Gentlemen:
We have acted as special French counsel for DBV Technologies S.A. (the “Company”), a Frenchsociété anonyme, in connection with the registration of up to 4,073,047 ordinary shares of the Company, par value €0.10 per share (the “Shares”) pursuant to the Company’s 2013 Share Option Plan, 2014 Share Option Plan, BSA Subscription Plan, BSPCE Subscription Plan, 2012 Free Share Plan, 2013 Free Share Plan and 2014 Free Share Plan (collectively, 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 this 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 pursuant to the Plans have been duly authorized and, when issued in accordance with the respective Plans and against payment of due consideration therefor (to the extent applicable), will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the laws of France as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. We have assumed that the Company will take no action inconsistent with the resolutions authorizing the Company to issue the Shares. We have also assumed, for any future awards under the Plans, that (1) the resolutions authorizing the Company to issue the Shares pursuant to the respective Plans and the applicable award agreements will be in full force and effect on the date of such awards and (2) such future awards will be approved by the Board of Directors of the Company in accordance with applicable law and with the terms of the relevant Plan.
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 to be issued and sold pursuant to each Plan 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/ Gide Loyrette Nouel
GIDE LOYRETTE NOUEL A.A.R.P.I.
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