December 4, 2023
Vision Marine Technologies Inc.
730 Boulevard du Curé-Boivin
Boisbriand, Québec J7G 2A7, Canada
Ladies and Gentlemen:
We are acting as United States legal counsel to Vision Marine Technologies Inc., a Québec corporation (the “Company”), in connection with the registration statement on Form F-1 (the “Registration Statement”), including all amendments and supplements thereto, and accompanying prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offering by the Company of (i) common shares, no par value per share, (collectively the “Shares” and each a “Share”) (ii) warrants to purchase common shares (collectively, the “Common Warrants”) and (iii) pre-funded warrants to purchase (the “Pre-Funded Warrants”). The Shares, the Common Warrants and Pre-Funded Warrants are to be sold by the Company pursuant to an underwriting agreement, substantially in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”) to be entered into by and between the Company and Joseph Gunnar & Co., LLC., acting as the sole book-running manager for the offering and as representative of the several underwriters (the “Representative”). The Company is also registering (i) warrants to purchase up to 5% of the Shares sold in the offering to be issued to the Representative as compensation pursuant to the Underwriting Agreement (the “Representative’s Warrants”), and (ii) the common shares of the Company issuable upon exercise of the Underwriters’ Warrants (the “Representative’s Warrant Shares”). The Common Warrants shall be governed under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and VStock Transfer, LLC.
This opinion is being furnished to you in connection with the Registration Statement.
In connection with this opinion, we have examined the following documents:
1.the Registration Statement,
2.the form of the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement,
3.the form of the Representative’s Warrant Agreement filed as Exhibit 4.2 to the Registration Statement,
4.the form of the Pre-Funded Warrants filed as Exhibit 4.5 to the Registration Statement,
5.the form of the Warrant Agreement, and
6.such other documents and corporate records as we have deemed necessary or appropriate in order to enable us to render the opinion below.
For purposes of this opinion, we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, (ii) the genuineness of all signatures, the legal capacity of all natural persons, 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 and (iii) that all relevant documents have been, or will be, validly authorized, executed, delivered and performed by all of the relevant parties. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and have assumed that such statements and representations are true, correct, and complete without regard to any qualification as to knowledge or belief. Our opinion is conditioned upon, among other things, the initial and continuing truth, accuracy, and completeness of the items described above on which we are relying.
