Exhibit 5.2
| A&L Goodbody LLP | Dublin | ||||
| 3 Dublin Landings | Belfast | |||||
| North Wall Quay, Dublin 1 | London | |||||
| D01 C4E0 | New York | |||||
| T: +353 1 649 2000 | San Francisco | |||||
| DX: 29 Dublin | www.algoodbody.com | Palo Alto |
Date | 17 July 2024 | |
Our ref | 01445986 | |
Your ref |
Iterum Therapeutics plc
Fitzwilliam Court, 1st Floor
Leeson Close
Dublin 2
Ireland
Re: Iterum Therapeutics plc (the Company)
Dear Sirs
We are acting as Irish Counsel to the Company, a public limited company incorporated under the laws of Ireland (registration number 563531), in connection with the filing of a registration statement (the Registration Statement) on Form S-1 to be filed by the Company with the US Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act), pursuant to which we understand the Company will register the offering, issuance and sale by the Company of a maximum of 8,503,800 units (the Units) pursuant to non-transferable and non-tradeable subscription rights (the Subscription Rights) granted to the Company’s shareholders and certain eligible warrant holders (the Rights Offering), with each Unit consisting of the following securities (the Securities):
| • | one ordinary share in the capital of the Company with a nominal value of $0.01 each (Ordinary Shares) (the Offering Shares); |
| • | one warrant (1-Year Warrant) to purchase 0.5 Ordinary Shares at an exercise price of $1.21 per whole Ordinary Share from the date of issuance through its expiration 1 year from the date of issuance (the 1-Year Warrant Shares); and |
| • | one warrant (5-Year Warrant, together with the 1-Year Warrant, the Warrants) to purchase one Ordinary Share at an exercise price of $1.21 per whole Ordinary Share from the date of issuance through its expiration 5 years from the date of issuance (the 5-Year Warrant Shares, together with the Offering Shares and the 1-Year Warrant Shares, the Shares), |
pursuant to the terms of the Registration Statement, the prospectus contained therein, and any amendments or supplements thereto.
In connection with this Opinion, we have reviewed copies of:
| • | the Registration Statement; and |
| • | copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. |
CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter A McCarthy • JF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin J Williams • A O’Beirne • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • K O’Shaughnessy • S O’Connor SE Murphy • D Nangle • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O’Driscoll • B O’Malley • C Bollard M Daly • D Geraghty • LC Kennedy • E Mulhern • E O’Keeffe • MJ Ellis • D Griffin • D McElroy • C Culleton • B Nic Suibhne • S Quinlivan • J Rattigan • K Mulhern • A Muldowney L Dunne • A Burke • C Bergin • P Fogarty
Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PV Maher • KP Allen
In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, all such corporate records, documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches on 16 July 2024 (being the last practicable date on which searches could be conducted) in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
We have further assumed:
| 1 | that as of today’s date and at each time Securities are issued, none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired, and that the Securities will be issued in accordance with such resolutions and authorities and the terms of the applicable agreement relating to the Securities; |
| 2 | that at each time Shares will be issued, a sufficient number of ordinary shares of the Company, nominal value $0.01 per share, will remain authorised and available for issuance by the Board pursuant to the constitution of the Company; |
| 3 | that any issue of Shares will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares of cash at least equal to the nominal value of such Shares; |
| 4 | that the issuance of the Securities will be in compliance with the Companies Act 2014, the Irish Takeover Panel Act 1997, Takeover Rules 2022, and all applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 5 | that the Registration Statement, the prospectus contained therein, and any amendments or supplements thereto, do not constitute (and is not intended or required to constitute) a prospectus within the meaning of Part 23 of the Companies Act 2014 and to the extent that any offer of Securities is being made to investors in any member state of the European Union, the Company is satisfied that the obligation to propose and publish a prospectus pursuant to Irish prospectus laws, or in particular pursuant to the European Union (Prospectus) Regulation 2019, does not arise; |
| 6 | that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law; |
| 7 | that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined; |
| 8 | the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors; and |
| 9 | that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Securities; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Securities; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Securities; and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Securities. |
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Subject to the foregoing and to the within additional qualifications and assumptions, and based upon searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 16 July 2024, we are of the opinion that:
| • | the Company is a company duly incorporated under the laws of Ireland and validly existing under the laws of Ireland; |
| • | the Subscription Rights have been duly authorized for issuance and when issued in accordance with the terms and conditions of the Rights Offering will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms; |
| • | the Units, when duly issued and delivered upon valid exercise of the Subscription Rights, including without limitation, payment of the consideration therefor as contemplated in the prospectus, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; |
| • | the Offering Shares, when issued and delivered against due payment of the Subscription Rights in accordance with the terms and conditions of the Rights Offering, will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”); |
| • | the Warrants, when (i) delivered against due payment of the Subscription Rights in accordance with the terms and conditions of the Rights Offering; and (ii) the applicable Warrant has been duly authorized, executed and delivered by the Company and the other parties thereto, will be duly authorized, validly issued and binding obligations of the Company, enforceable against the Company in accordance with their terms; and |
| • | the 1-Year Warrant Shares and the 5-Year Warrant Shares, when (i) delivered against due payment therefor; and (ii) the applicable Warrant has been duly authorized, executed and delivered by the Company and the other parties thereto, will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”). |
In rendering this Opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.
This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.
We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act, and to the use of our name therein and in the related prospectus and in any prospectus supplement under the caption “Legal Matters.”
The Opinion is governed by and construed in accordance with the laws of Ireland.
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Yours faithfully
/s/ A&L Goodbody LLP
A&L Goodbody
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