Exhibit 5.1
McCarthy Tétrault LLP PO Box 48, Suite 5300 Toronto-Dominion Bank Tower Toronto ON M5K 1E6 Canada Tel: 416-362-1812 Fax: 416-868-0673 | ||||
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December 9, 2021
Li-Cycle Holdings Corp.
207 Queen’s Quay West, Suite 590
Toronto, Ontario
M5J 1A7
Dear Sirs/Mesdames:
| Re: | Li-Cycle Holdings Corp. – Filing of Form S-8 |
We have acted as Canadian counsel for Li-Cycle Holdings Corp. (the “Corporation”), a corporation governed by the Business Corporations Act (Ontario) (the “OBCA”), in connection with the Registration Statement on Form S-8 (as filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 9, 2021, the “Registration Statement”) of the Corporation to be filed with the Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 19,042,226 common shares of the Corporation (the “Shares”) issuable upon the due exercise or conversion of (i) stock options, share appreciation rights, restricted shares, restricted share units, share or cash based awards and dividend equivalents (collectively, “Awards”) granted pursuant to the Corporation’s 2021 Incentive Award Plan (the “2021 Plan”) or the Canadian sub-plan (the “Canadian Sub-Plan”) made under the 2021 Plan, and (ii) stock options issued pursuant to a statutory plan of arrangement (the “Arrangement”) under Section 182 of the OBCA involving, among others, Li-Cycle Corp (the “Rollover Options”).
Materials Reviewed
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Arrangement, (ii) the Registration Statement, (iii) the 2021 Plan, (iv) the form of stock option grant notice and stock option agreement under the 2021 Plan and the form of restricted stock unit grant notice and restricted stock unit agreement under the 2021 Plan (collectively, the “2021 Plan Award Agreements”), (v) the Canadian Sub-Plan, (vi) the amended and restated stock option plan of Li-Cycle Corp. (the “Legacy SOP”), (vii) the amended and restated long-term incentive plan of Li-Cycle Corp. (together with the 2021 Plan, the Canadian Sub-Plan and the Legacy SOP, the “Plans”), and (viii) the form of stock option grant notice and stock option agreement under the Canadian Sub-Plan and the form of restricted stock unit grant notice and restricted stock unit agreement under the Canadian Sub-Plan (together with the 2021 Plan Award Agreements and any stock option award agreement, notice or similar document governing the Rollover Options pursuant to the Arrangement, the “Award Agreements”). We have also examined originals, copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.
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Assumptions and Fact Reliance
We have assumed:
| (a) | the genuineness of all signatures on all documents examined by us; |
| (b) | the authenticity of all documents submitted to as originals; and |
| (c) | the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies. |
We have relied upon a certificate of an officer of the Corporation, a copy of which has been provided to you, with respect to the accuracy and completeness of the factual matters contained therein, which factual matters have not been independently investigated or verified by us.
Our opinions expressed herein do not express any opinion as to the adequacy of any consideration received by the Corporation for any of the Shares.
Applicable Laws
The opinions expressed below are restricted to the laws of the Province of Ontario and the laws of Canada applicable therein.
Opinions
Based and relying upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that, on the date hereof, the Shares to be issued pursuant to the terms of the applicable Plan, Rollover Options and Award Agreement will, upon the due exercise of the Awards or Rollover Options, as applicable, in accordance with the terms of the applicable Plan, Rollover Options and Award Agreement, including, without limitation, receipt by the Corporation of the consideration for the Shares, be validly issued by the Corporation as fully paid and non-assessable common shares of the Corporation.
Consent and Qualifications
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this 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 and regulations of the Commission thereunder.
This opinion is furnished solely for the benefit of the Corporation in connection with the registration of the Shares pursuant to the Registration Statement. This opinion may not be relied upon by any other person or used for any other purpose without our prior written consent.
Yours truly,
/s/ McCarthy Tétrault LLP
McCarthy Tétrault LLP