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| c) | all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; |
| d) | all facts set forth in the official public records, certificates and document supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; and |
| e) | all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of Company including, without limitation, the Officer’s Certificate, are complete, true and accurate. |
We are qualified to carry on the practice of law in the province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the province of Ontario and the federal laws of Canada applicable therein. Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.
Where our opinion expressed herein refers to the Registration Shares being issued as “fully-paid and non-assessable” common shares of the Company, such opinion assumes that all required consideration (in whatever form) will be paid or provided. No opinion is expressed as to the adequacy of any consideration received.
Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, (i) the Common Shares have been validly issued as fully paid and non-assessable shares in the capital of the Company, and (ii) the Reserved Shares have been duly authorized and reserved for issuance pursuant to the Option Plan and the RSU Plan, as applicable, and when issued in accordance with the terms of the Option Plan and the RSU Plan, as applicable, the Reserved Shares will be validly issued as fully paid and non-assessable.
This opinion is rendered solely in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to Company, the Registration Statement or the Registration Shares. This opinion may not be used or relied upon by you for any other purpose or used or relied upon by any other person.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the rules and regulations of the SEC. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.
Yours very truly,
/s/ Stikeman Elliott LLP
Stikeman Elliott LLP
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