Mereo BioPharma (MREO) F-3 Shelf registration (foreign)

Exhibit 5.1

	Mayer Brown International LLP 201 Bishopsgate London EC2M 3AF Telephone: +44 20 3130 3000 Fax: +44 20 3130 3001 www.mayerbrown.com DX 556 London and City
Mereo BioPharma Group plc Fourth Floor One Cavendish Place London W1G 0QF	5 August 2021

Our ref:        19623354

Dear Sirs

Registration Statement on Form F-3

1. Background

We have acted for Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (the “Company”), as its legal advisers in England in connection with the registration statement on Form F-3 (the “Registration Statement”) to be filed on or about 5 August 2021 by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”). The Registration Statement relates to (i) the offering, issuance and sale by the Company from time to time of up to $250,000,000 of indeterminate numbers of ordinary shares of £0.003 each in the Company (“Ordinary Shares”), as may from time to time be offered and sold at indeterminate prices pursuant to the Registration Statement and (ii) the resale by the selling shareholders named in the Registration Statement of 24,493,416 Ordinary Shares from time to time to be sold by such selling shareholders from time to time in the manner set forth in the Registration Statement. The Ordinary Shares are to be offered or sold in the form of American Depositary Shares (“ADSs”). Each ADS represents 5 Ordinary Shares. Up to $50,000,000 of ADSs may be offered, issued and sold by the Company, inter alia, under a open market sale agreement dated 5 August 2021 by and between the Company and Jefferies LLC (the “Sales Agreement”).

In connection with the Registration Statement, we have been asked to provide an opinion on certain matters, as set out below.

This is a legal communication, not a financial communication. Neither this nor any other communication from this firm is intended to be, or should be construed as, an invitation or inducement (direct or indirect) to any person to engage in investment activity.

Mayer Brown International LLP is a limited liability partnership (registered in England and Wales number OC303359), which is authorised and regulated by the Solicitors Regulation Authority with SRA number 369822. Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian partnership).

We use the term “partner” to refer to a member of Mayer Brown International LLP, or an employee or consultant who is a lawyer with equivalent standing and

qualifications and to a partner of or lawyer with equivalent status in another Mayer Brown entity. A list of the names of members of Mayer Brown International LLP

and their respective professional qualifications may be inspected at our registered office, 201 Bishopsgate, London EC2M 3AF, England or on www.mayerbrown.com.

2. Examination and enquiries

(a) For the purpose of giving this opinion, we have examined:

(i) a copy of the Registration Statement (excluding its exhibits and any documents incorporated by reference into the Registration Statement);

(ii) a certificate dated 5 August 2021 signed by the company secretary of the Company relating to certain factual matters and having annexed thereto copies (certified by the company secretary as being true, complete, accurate and up-to-date in each case) of the following documents:

(A) the Company’s certificate of incorporation, certificate of incorporation on re-registration, memorandum of association and articles of association; and

(B) written resolutions of the directors of the Company passed on 2 August 2021 pursuant to which it was resolved, inter alia, to approve the filing of the Registration Statement with the U.S. Securities and Exchange Commission; and

(iii) a copy of the Sales Agreement.

(b) For the purpose of giving this opinion, we have:

(i) arranged for our agents to make on 5 August 2021 an online search of the register kept by the Registrar of Companies in respect of the Company (the “Company Search”); and

(ii) arranged for our agents to make on 5 August 2021 at approximately 10a.m. (BST) an online search in respect of the Company of the Central Registry of Winding Up Petitions (the “Central Registry Enquiry” and, together with the Company Search, the “Searches”),

and reviewed the information we received from our agents from the Searches (the “Search Results”).

(c) For the purposes of giving this opinion, we have only examined and relied on those documents referred to in paragraphs 2(a) and arranged or obtained the Searches and reviewed the Search Results. We have made no further enquiries concerning the Company or any other matter in connection with the giving of this opinion.

(d) We have made no enquiry, and express no opinion, as to any matter of fact. As to matters of fact which are material to this opinion, we have relied entirely and without further enquiry on statements made in the documents listed in paragraph 2(a).

3. Assumptions

(a) In giving this opinion we have assumed:

(i) the genuineness of all signatures, seals and stamps;

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(ii) that each of the individuals who signs as, or otherwise claims to be, an officer of the Company is the individual whom he or she claims to be and holds the office he or she claims to hold;

(iii) the authenticity and completeness of all documents submitted to us as originals;

(iv) the conformity with the original documents of all documents reviewed by us as drafts, specimens, pro formas or copies and the authenticity and completeness of all such original documents;

(v) that in relation to each written resolution referred to in paragraph 2(a)(ii)(B) (Examination and enquiries) such resolution was duly passed in accordance with all applicable laws and regulations, including compliance with the articles of association of the Company; and that in particular, but without limitation, in relation to each written resolution of the directors each provision contained in the Companies Act 2006 or the articles of association of the Company relating to the declaration of directors’ interests or the power of interested directors to vote was duly observed;

(vi) that in relation to each written resolution referred to in paragraph 2(a)(ii)(B) (Examination and enquiries) such resolution has not been amended or rescinded and remains in full force and effect;

(vii) that the directors of the Company acted in accordance with ss171 to 174 Companies Act 2006 in approving the written resolutions referred to in paragraph 2(a)(ii)(B) (Examination and enquiries); and that all actions to be carried out by the Company pursuant to those resolutions are in its commercial interests;

(viii) that, in relation to any document examined by us which is governed by the laws of any jurisdiction outside England and Wales, that document and the obligations created by it constitute the legal, valid, binding and enforceable obligations of each of the parties to it under the laws by which it is expressed to be governed;

(ix) that there are no provisions of the laws of any jurisdiction outside England and Wales that would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside England and Wales may be relevant to this opinion letter, such laws have been and will be complied with;

(x) that each consent, licence, approval, authorisation or order of any governmental authority or other person which is required under any applicable law in connection with the transactions contemplated by the Sales Agreement and the Registration Statement, has been or will have been obtained and is or will be in full force and effect;

(xi) that the Company is and will at all relevant times remain in compliance with all applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions, exchange control and human rights laws and regulations of any applicable jurisdiction;

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(xii) that no agreement, document or obligation to or by which the Company (or its assets) is a party or bound and no injunction or other court order against or affecting the Company would be breached or infringed by the performance of actions to be carried out pursuant to, or any other aspect of the transactions contemplated, by the Sales Agreement and the Registration Statement;

(xiii) that the information included in the Search Results is true, accurate, complete and up-to-date and that there is no information which, for any reason, should have been disclosed by those Searches and was not;

(xiv) that all applicable laws (for the avoidance of doubt, as in force at all relevant times) will be complied with respect to anything done in relation to the offering, sale, issue and (where applicable) allotment of the Ordinary Shares, including without limitation the Financial Services and Markets Act 2000;

(xv) that the Ordinary Shares will be duly allotted by a valid resolution of the board of directors of the Company duly passed, in accordance with the Company’s articles of association (for the avoidance of doubt, as in force at all relevant times) and the Companies Act 2006, and pursuant to (A) a valid authorisation under s551 Companies Act 2006 and (B) a valid power under s570 Companies Act 2006 to allot the Ordinary Shares as if s561 of that Act did not apply to the allotment; and that those sections of the Companies Act 2006 will continue in force unamended at all relevant times;

(xvi) that no pre-emptive rights or similar rights exist or have been created over or in respect of any Ordinary Shares other than pre-emption rights arising under s561 Companies Act 2006, or any such rights that exist or have been created have been or will be validly disapplied or waived;

(xvii) that as at each date on which the Company allots and issues any Ordinary Shares the documents examined, and the results of the searches and enquiries made, as set out in paragraph 2 (Examination and enquiries), would not be rendered untrue, inaccurate, incomplete or out-of-date in any relevant respect by reference to subsequent facts, matters, circumstances or events;

(xviii) that as at each date on which the Company allots and issues any Ordinary Shares, the Company will have received the aggregate consideration payable for those Ordinary Shares as “cash consideration” (as defined in s583(3) Companies Act 2006), such aggregate consideration being not less than the nominal value of those Ordinary Shares; and that s583 Companies Act 2006 will continue in force unamended at all relevant times;

(xix) that there is and will be no fact or matter (such as bad faith, coercion, duress, undue influence or a mistake or misrepresentation before or at the time any agreement or instrument is entered into, a subsequent breach, release, waiver or variation of any right or provision, an entitlement to rectification or circumstances giving rise to an estoppel) and no additional document between any relevant parties which in either case would or might affect this opinion and which was not revealed to us by the documents examined or the searches and enquiries made by us in connection with the giving of this opinion;

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(xx) that no allotment of Ordinary Shares will result in a requirement to make a mandatory offer under rule 9 of the City Code on Takeovers and Mergers; and

(xxi) that resolutions of the board of directors of the Company referred to paragraph 3(a)(xv) will be passed in accordance with all applicable laws and regulations; in particular, but without limitation, that each provision contained in the Companies Act 2006 or the articles of association of the Company relating to the declaration of directors’ interests or the power of interested directors to vote will be duly observed; that in approving those resolutions the directors will act in accordance with ss171 to 174 Companies Act 2006; that actions to be carried out by the Company pursuant to those resolutions will be in its commercial interests; and that such resolutions will not be amended or rescinded and will remain in full force and effect.

(b) In relation to paragraph 3(a)(xiii), it should be noted that this information included in the Search Results may not be true, accurate, complete or up-to-date. In particular, but without limitation:

(i) there may be matters which should have been registered but which have not been registered or there may be a delay between the registration of those matters and the relevant entries appearing on the register of the relevant party;

(ii) there is no requirement to register with the Registrar of Companies notice of a petition for the winding-up of, or application for an administration order in respect of, a company. Such a notice or notice of a winding-up or administration order having been made, a resolution having been passed for the winding-up of a company or a receiver, manager, administrative receiver, administrator or liquidator having been appointed may not be filed with the Registrar of Companies immediately and there may be a delay in any notice appearing on the register of the relevant party;

(iii) the results of the Central Registry Enquiry relate only to petitions for the compulsory winding up of, or applications for an administration order in respect of, the Company presented prior to the enquiry and entered on the records of the Central Registry of Winding Up Petitions. The presentation of such a petition, or the making of such an application, may not have been notified to the Central Registry or entered on its records immediately or, if presented to a County Court or Chancery District Registry, at all; and

(iv) in each case, further information might have become available on the relevant register after the Searches were made.

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4. Opinions

(a) On the basis of the examination and enquiries referred to in paragraph 2 (Examination and enquiries) and the assumptions made in paragraph 3 (Assumptions) and subject to the qualifications set out in paragraph 5 (Qualifications), we are of the opinion that:

(i) the Company is a public limited company duly incorporated under English law;

(ii) the Company Search indicates that the Company is validly existing and does not reveal any order or resolution for its winding up or any notice of the appointment of a receiver, administrative receiver or administrator in respect of it or any of its assets. The Central Registry Enquiry does not reveal that any petition for the winding-up of the Company has been presented, that any application for administration of the Company has been made or that any notice of appointment, or of intention to appoint an administrator, has been filed in respect of the Company; and

(iii) in connection with a relevant issuance, upon receipt of the aggregate consideration for Ordinary Shares and entry of the names of the appropriate persons in the Company’s register of members, the relevant Ordinary Shares will be validly issued, fully paid and no further amount may be called thereon.

(b) For the purpose of paragraphs 4(a)(i) and (ii):

(i) “duly incorporated” means that the requirements of the Companies Act in force at the date of incorporation of the Company in respect of registration and all matters precedent and incidental to it have been complied with by the Company and that the Company is authorised to be registered and is duly registered under that Act; and

(ii) “validly existing” means that the Company is subsisting at the date of this opinion and has not been struck off the register kept by the Registrar of Companies, dissolved or ceased to exist by reason of any merger, consolidation or limitation on the duration of its existence.

(c) For the purpose of paragraphs 4(a)(iii), a “relevant issuance” means an allotment and issue after the date of this opinion of Ordinary Shares in accordance with the assumptions made in paragraph 3 (Assumptions) and in particular but without limitation those assumptions in paragraphs 3(a)(xv), (xvii) and (xviii).

(d) This opinion is strictly limited to the matters expressly stated in this paragraph 4 and is not to be construed as extending by implication to any other matter.

5. Qualifications

(a) The opinions set out in paragraph 4 (Opinions) are subject to the qualifications set out in the remainder of this paragraph 5.

(b) We express no opinion as to matters of United Kingdom taxation or any liability to tax (including, without limitation, stamp duty and stamp duty reserve tax) which may arise or be incurred as a result of or in connection with the Ordinary Shares or the transactions contemplated by the Sales Agreement and the Registration Statement, or as to tax matters generally.

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(c) The opinion set out in paragraph 4(a)(iii) (Opinions) relates only to Ordinary Shares offered or sold from time to time pursuant to the Registration Statement that are new Ordinary Shares issued by the Company from time to time following the date of the Registration Statement. We express no opinion in respect of any securities of the Company existing at the date of this opinion which may be offered or sold from time to time pursuant to the Registration Statement.

6. Law

(a) This opinion and any non-contractual obligations arising out of or in connection with this opinion shall be governed by, and construed in accordance with, English law.

(b) This opinion relates only to English law as applied by the English courts as at today’s date (“Applicable Law”). By “English law” we mean (except to the extent we make specific reference to an English law “conflict of law” (private international law) rule or principle) English domestic law on the assumption that English domestic law applies to all relevant issues. In construing any European Union directive or regulation, we have read only the English version.

(c) Except to the extent, if any, specifically stated in it, this opinion takes no account of any proposed changes as at today’s date in Applicable Law.

(d) We do not undertake or accept any obligation to update this opinion to reflect subsequent changes in English law or factual matters.

(e) We express no opinion as to, and we have not investigated for the purposes of this opinion, the laws of any jurisdiction other than England. It is assumed that no foreign law which may apply to the matters contemplated by the Registration Statement, or any document relating to, or any party to, any transaction contemplated by the Sales Agreement or the Registration Statement, would or might affect this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the Rules.

Yours faithfully

/s/ Mayer Brown International LLP

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