Virax Biolabs Group Limited | D +852 3656 6054 / +852 3656 6061 |
| E nathan.powell@ogier.com florence.chan@ogier.com |
| Reference: FYC/AGC/500373.00003 |
|
22 January 2024 |
Virax Biolabs Group Limited (the Company)
We have acted as the Cayman Islands counsel to the Company in connection with the filing of the Company’s prospectus supplement dated 22 January 2024 (the Prospectus Supplement) with the United States Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Act), forming part of the registration statement on Form F-3 (File No. 333-275893) which was initially filed with the Commission on 5 December 2023 and declared effective on 15 December 2023, including all amendments or supplements thereto (the Registration Statement).
The Prospectus Supplement relates to the Company's issuance and sale of up to US$1,455,029 ordinary shares of US$0.001 par value each of the Company (the Offer Shares) through or to H.C. Wainwright & Co., LLC (the Manager) as sales agent and/or principal pursuant to the At-The-Market Offering Agreement dated 22 January 2024 entered into by and between the Company and the Manager (the Agreement).
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Agreement. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents:
Register of Directors);
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
On the basis of the examinations and assumptions referred to above and subject to the qualifications and the limitations set forth below, we are of the opinion that:
Corporate status
Authorized Share capital
Valid Issuance of Offer Shares
will be validly issued, fully paid and non-assessable.
the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforcement of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
This opinion may be used only in connection with the offer and sale of the Offer Shares while the Registration Statement is effective.
Yours faithfully
/s/ Ogier
Ogier