Exhibit 5.1
ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS |
| |
P.O. Box 7113 1007 JC Amsterdam Beethovenstraat 400 1082 PR Amsterdam T +31 20 71 71 000 F +31 20 71 71 111 | Amsterdam, 7 August 2023. |
To the Company:
We have acted as legal counsel as to Dutch law to the Company in connection with the filing of the Registration Statement with the SEC. This opinion letter is rendered to you in order to be filed with the SEC as an exhibit to the Registration Statement.
Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A to this opinion letter. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.
This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in any document reviewed by us in connection with this opinion letter.
In rendering the opinions expressed in this opinion letter, we have reviewed and relied upon a copy of the Deed of Issue, a draft of the Registration Statement and pdf copies of the Corporate Documents and we have assumed that the Deed of Issue has been entered into for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.
This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today's date and as presently interpreted under published authoritative case law of the Dutch courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on Dutch or European competition law, data protection law, tax law, securitisation law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with, or to notify or inform you of, any developments and/or changes of Dutch law subsequent to today's date. We do not purport to opine on the consequences of amendments to the Registration Statement or the Corporate Documents subsequent to the date of this opinion letter.
The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Dutch law. The competent courts at Amsterdam, the Netherlands, have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction, is governed by Dutch law and shall be subject to the general terms and conditions of NautaDutilh. Any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under NautaDutilh's insurance policy in the matter concerned. No person other than NautaDutilh may be held liable in connection with this opinion letter.
In this opinion letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of
All legal relationships are subject to NautaDutilh N.V.'s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.
|
| |
| 3
|
a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.
For the purposes of this opinion letter, we have assumed that:
Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:
Corporate Status
Registered Shares
|
| |
| 4
|
The opinions expressed above are subject to the following qualifications:
|
| |
| 5
|
We consent to the filing of this opinion letter as an exhibit to the Registration Statement and also consent to the reference to NautaDutilh in the Registration Statement under the caption "Legal Matters". In giving this consent we do not admit or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.
Sincerely yours,
/s/ NautaDutilh N.V.
|
| |
| 6
|
EXHIBIT A
LIST OF DEFINITIONS
"Anti Money Laundering Laws"
| The European Anti-Money Laundering Directives, as implemented in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht). |
"Anti-Boycott Regulation" | The Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom. |
"Articles of Association" | The Company's articles of association (statuten) as they read from time to time. |
"Bankruptcy Code" | The Dutch Bankruptcy Code (Faillissementswet). |
"Board" | The Company's board of directors (bestuur). |
"Commercial Register" | The Dutch Commercial Register (handelsregister). |
"Company" | Pharvaris N.V., registered with the Commercial Register under number 64239411. |
"Corporate Documents" | The Deed of Incorporation, the Deed of Conversion, the Current Articles and the Resolutions. |
"Current Articles" | The Articles of Association as contained in the Deed of Conversion. |
"DCC" | The Dutch Civil Code (Burgerlijk Wetboek). |
"Deed of Conversion" | The deed of conversion and amendment to the Articles of Association dated 5 February 2021. |
"Deed of Incorporation" | The Company's deed of incorporation (akte van oprichting) dated 30 September 2015. |
"Deed of Issue" | The signed deed of issue of the Registered Shares dated 21 June 2023. |
"eIDAS Regulation"
| Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC. |
|
| |
| 7
|
"General Meeting" | The Company's general meeting (algemene vergadering). |
"Insolvency Proceedings" | Any insolvency proceedings within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Counsel of 15 December 2021, listed in Annex A thereto and any statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Bankruptcy Code. |
"NautaDutilh" | NautaDutilh N.V. |
"the Netherlands" | The European territory of the Kingdom of the Netherlands and "Dutch" is in or from the Netherlands. |
"Ordinary Shares" | Ordinary shares in the Company's capital, with a nominal value of EUR 0.12 each. |
"Registered Shares" | 6,951,340 Ordinary Shares registered pursuant to the Registration Statement.
|
"Registration Statement" | The Company's registration statement on Form F-3 filed or to be filed with the SEC in the form reviewed by us. |
"Relevant Moment" | The moment when the Registered Shares were issued pursuant to the execution of the Deed of Issue. |
"Resolutions" | Each of the following: a. the written resolution of the Board, dated 16 June 2023; and b. the written resolution of the General Meeting, dated 1 February 2021. |
"SEC" | The United States Securities and Exchange Commission. |