Exhibit 5.1
Our File No. | 1015927-295053 |
Date | March 13, 2023 |
Midori Group Inc.
5 Hazelton Avenue, Suite 400
Toronto, Ontario
Canada M5R 2E1
Dear Sirs:
Re: Midori Group Inc. - Registration Statement on Form F-1
We have acted as special legal counsel to Midori Group Inc., a British Columbia corporation (the “Company”), in connection with the Company’s Registration Statement on Form F-1 filed on March 13, 2023 (as amended and supplemented from time to time, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) including a related prospectus filed with the Registration Statement (the “Prospectus”), covering:
(a) | the offering (the “Offering”) for sale to EF Hutton, division of Benchmark Investments, LLC, and other underwriters (together the “Underwriters”) of up to an aggregate of $22,919,260 of units (each, a “Unit”); | |
(b) | the registration of (i) up to an aggregate of $22,919,260 of Unit Shares (defined below) and Warrants (defined below) included in the Units, (ii) up to an aggregate of $3,437,889 of Shares (defined below) and Warrants for which the Underwriters have been granted an over-allotment option, (iii) up to an aggregate of $26,357,149 of Warrant Shares (defined below) issuable from time to time upon exercise of the Warrants, (iv) Underwriter Warrants (defined below) to purchase up to $988,393 of common shares to be issued to the Underwriters, and (v) up to an aggregate of $988,393 of Underwriter Warrant Shares (defined below) issuable upon exercise of Underwriter Warrants; and | |
(c) | the public offering of such securities by the Underwriters. |
Each Unit consists of (a) one common share without par value in the capital of the Company (each a “Unit Share”) and (b) one common share purchase warrant (each, a “Warrant”). The Units will not be issued or certificated, and, although the Unit Shares and Warrants comprising the Units will be purchased together in the Offering, the Unit Shares and Warrants will be issued separately. Each Warrant will entitle the holder to purchase one common share without par value in the capital of the Company (each a “Warrant Share”) at an exercise price equal to 100% of the public offering price per Unit for a period of five years following its date of issue. The issuance, registration, transfer, exchange, exercise and replacement of the Warrants will be governed by the warrant agency agreement to be entered into between the Company and Olympia Trust Company.
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March 13, 2023 | |
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The Company has granted to the Underwriters a 45-day option to purchase up to an additional $3,437,889 of common shares without par value in the capital of the Company (together with the Unit Shares, the “Shares”) and/or an additional Warrants to purchase up to $3,437,889 of common shares at the applicable offering price per Share and per Warrant, respectively, less the underwriting discount and commissions, solely to cover over-allotments.
Pursuant to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the Underwriters, the Company agrees to issue to the Underwriters, as partial compensation for their services, warrants (each, an “Underwriter Warrant”) to purchase up to $988,393 of common shares (being the amount equal to 3.0% of the Shares sold in the Offering). Each Underwriter Warrant will entitle the holder to purchase one common share in the capital of the Company (each, an “Underwriter Warrant Share”) at a price equal to 125% of the public offering price per Unit per Underwriter Warrant Share for a period of five years following the commencement of sales of the Offering.
In connection with this opinion, we have reviewed and relied upon the Registration Statement and Prospectus, the Company’s Notice of Articles, the Company’s Articles, records of the Company’s corporate proceedings in connection with the Offering, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed: (i) the authenticity of all records, documents, and instruments submitted to us as originals; (ii) the genuineness of all signatures on all agreements, instruments and other documents submitted to us; (iii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments or other documents submitted to us; (iv) the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as certified, photostatic or other copies; (v) that the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect; (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct; and (vii) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company). We have also obtained from officers of the Company certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independent investigation.
We have further assumed that Units, Warrants, Underwriter Warrants, Warrant Shares, and Underwriter Warrant Shares will be offered, issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus.
March 13, 2023 | |
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Our opinion is limited to law of the Province of British Columbia, including all applicable provisions of the British Columbia Business Corporations Act. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company. In particular, we express no opinion as to United States federal securities laws.
Various issues concerning the laws of the State of New York, including with respect to the validity and enforceability of the Warrants and the Underwriter Warrants, are addressed in the opinion of Anthony L.G., PLLC, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:
1. | the Units have been duly authorized by all necessary corporate action by the Company; | |
2. | the Shares have been duly authorized and, when the Shares are issued and sold in the manner contemplated by the Underwriting Agreement and the Registration Statement, will be validly issued, fully paid and non-assessable; | |
3. | the Warrant Shares have been duly authorized and, when issued and paid for upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable; and | |
4. | The Underwriter Warrant Shares have been duly authorized and, when issued and paid for upon exercise of the Underwriter Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm’s name in the section of the Registration Statement and the Prospectus included therein entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
This opinion is furnished in accordance with the requirements of Item 8.a. of Form F-1 and Item 601(b)(5)(i) of Regulation S-K in connection with the filing of the Registration Statement and the related Prospectus, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein after the effective date of the Registration Statement.
Yours truly, | |
/s/ McMillan LLP |