Exhibit 5.1
31 May 2019
Matter No.: 363014
Doc Ref: 15534228
+1 441 298 7861
robert.alexander@conyersdill.com
Myovant Sciences Ltd.
Suite 1, 3rd Floor
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
Dear Sirs,
Myovant Sciences Ltd. (the “Company”)
We have acted as special Bermuda legal counsel to the Company in connection with an offering to be made pursuant to the prospectus (the “Prospectus”) comprised of a base prospectus included in a registration statement on Form S-3 (File No. 333-231764) which became effective upon filing with the U.S. Securities and Exchange Commission (the “Commission”) on 24 May 2019 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), as supplemented by a preliminary prospectus supplement dated 29 May 2019 and a final prospectus supplement dated 30 May 2019 and filed by the Company in accordance with Rule 424(b) promulgated under the Securities Act of 1933 (the “Securities Act”) relating to the registration and sale under the Securities Act of an aggregate of 15,151,516 common shares, par value US$0.000017727 each, together with an additional 2,272,727 common shares, par value US$0.000017727 each, pursuant to an option to purchase additional shares granted to the underwriters by the Company (the “Common Shares”).
For the purposes of giving this opinion, we have examined the Registration Statement, including the Prospectus. We have also reviewed the memorandum of association and thebye-laws of the Company, each certified by the Secretary of the Company on 31 May 2019, an extract certified by the Secretary of the Company of minutes of a meeting of the board of directors of the Company held on 23 May 2019 and an extract certified by the Secretary of the Company of minutes of a meeting of the pricing committee of the board of directors of the Company held on 30 May 2019 (collectively, the “Minutes”), and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.