Exhibit 5.1
 | Mourant Ozannes
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
T +1 345 949 4123
F +1 345 949 4647 |
BeiGene, Ltd.
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
2 December 2020
| Our ref: | 8050442/79515322/1 |
Dear Sirs and Mesdames,
BeiGene, Ltd. (the Company)
We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form S-3, including all amendments or supplements thereto (File No. 333-238182) (the Registration Statement), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date, relating to the offering by certain shareholders of the Company (the Selling Shareholders) of certain American Depositary Shares representing the Company's ordinary shares of par value US$0.0001 each (the Shares).
We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
For the purposes of this opinion we have examined a copy of each of the following documents:
| (a) | The certificate of incorporation of the Company dated 28 October 2010. |
| (b) | The fifth amended and restated memorandum and articles of association of the Company as adopted on 7 December 2018 (the M&A). |
| (c) | A certified copy of the resolutions adopted by the board of directors of the Company and its committee on 25 November 2020 and 1 December 2020 and the minutes of the meeting of the board of directors of the Company held on 13 April 2020. |
| (d) | The minutes of the extraordinary general meeting of the shareholders of the Company held on 7 December 2018. |
| (e) | A certificate from an officer of the Company addressed to this firm dated the date hereof (the Officer's Certificate). |
| (f) | A certificate of good standing dated 27 November 2020, issued by the Registrar of Companies in the Cayman Islands (the Certificate of Good Standing). |
| (g) | The Registration Statement. |
Mourant Ozannes is a Cayman Islands partnership
| BVI | CAYMAN ISLANDS | GUERNSEY | HONG KONG | JERSEY | LONDON | | mourant.com |
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The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy of the Officer's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
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| 2.2 | The genuineness of all signatures and seals. |
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| 2.3 | There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions set out below. |
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Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. |
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| 3.2 | The authorised share capital of the Company is US$1,000,000 divided into 9,500,000,000 Ordinary Shares of a par value of US$0.0001 each and 500,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the M&A. |
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| 3.3 | The Shares to be sold by the Selling Shareholders have been duly authorised and are legally issued and allotted, fully paid and non-assessable. |
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Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings Enforcement of Civil Liabilities and Legal Matters and elsewhere in the prospectus forming part of the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
Mourant Ozannes
