Exhibit 5.1
 | 79 Wellington St. W., 30th Floor P. 416.865.0040 | F. 416.865.7380 www.torys.com |
May 20, 2020
Profound Medical Corp.
2400 Skymark Avenue, Unit #6
Mississauga, Ontario L4W 5K5
Dear Sirs/Mesdames:
| RE: | Profound Medical Corp. (the “Corporation”) |
We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”) with respect to common shares of the Corporation (the “Common Shares”) issuable pursuant to the Corporation’s long term incentive plan dated May 20, 2020 (the “LTIP”). We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:
| (a) | the articles of amalgamation, as amended to date, and by-laws of the Corporation; |
| (b) | the LTIP; and |
| (c) | resolutions of the directors and the shareholders of the Corporation authorizing the LTIP. |
In giving this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, the authenticity of the originals of such latter documents and the legal capacity of all natural persons who have executed any such documents.
We have also assumed that all Common Shares issued under the LTIP will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Corporation would have received if the Common Shares had been issued for money.
Based and relying upon and subject to the foregoing we are of the opinion that the Common Shares will be validly issued and outstanding as fully paid and non-assessable shares (upon issuance and payment therefor in accordance with the LTIP).
The foregoing opinion is limited to the laws of Ontario and the federal laws of Canada applicable therein.
Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.
We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.
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Yours truly,
/s/ Torys LLP