Exhibit 5.1
02 February 2023
Brera Holdings Public Limited Company
5th Floor Rear Connaught House
1 Burlington Road
Dublin 4
Ireland
Re: Brera Holdings Public Limited Company (the “Company”)
Dear Sirs,
We have acted as Irish counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the “Registration Statement”), as filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”), in connection with the Company’s 2022 Equity Incentive Plan as approved pursuant to the Board Resolution (as defined below) (the “Equity Incentive Plan”) pursuant to the provisions of which up to 2,000,000 Class B Ordinary Shares, nominal value $0.005 per share (the “Shares”), may be issued pursuant to grants of certain awards to certain participants.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as such term is further defined below).
1. | Documents examined |
For the purposes of giving this opinion, we have examined the originals, copies or drafts of the following documents (the “Documents”):
(a) | The certificate of re-registration of the Company as a public limited company dated 27 October 2022 issued by the Companies Registration Office (the “Registrar”); |
(b) | The amended and restated memorandum and articles of association of the Company adopted by special resolution dated 24 October 2022 (the “Constitution”); |
(c) | A certificate of good standing dated 30 January 2023 issued by the Register in respect of the Company (the “Certificate”); |
(d) | The Equity Incentive Plan; |
(e) | A copy of the written resolution of the directors of the Company dated 26 October 2022 approving the Company’s filing of the Registration Statement and certain related matters including, but not limited to, the filing of any additional or amended registration statement following the filing of the Registration Statement (the “Board Resolution”); |
(f) | The Registration Statement; and, |
(g) | Company printout maintained by the Registrar dated 01 February 2023. |
2. | Assumptions |
In giving this opinion we have relied upon the completeness and accuracy of the Documents. We have also relied upon the following assumptions set forth in this paragraph 2 without having caried out any independent investigation in respect of those assumptions:
(a) | All original documents examined by us are authentic and complete; |
(b) | All copy documents examined by us (whether facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
(c) | All signatures, seals, dates, stamps and markings (whether an original or copy documents) are genuine; |
(d) | The Certificate is accurate and complete as at the date of this opinion; |
(e) | All copies of the Registration Statement are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
(f) | The Board Resolution remains in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Registration Statement (and all matters contemplated by the Registration Statement) and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolution and/or the Documents; |
(g) | Neither the directors and the shareholders of the Company have taken steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets; |
(h) | There is no provision of the law of any jurisdiction, other than Ireland, which would have any implication in relation to the opinions expressed herein. |
3. | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate Status
(a) | The Company has been duly re-registered as a public limited company and is validly existing and in good standing with the Registrar. |
Valid Issuance of Shares
(b) | The issuance and allotment of the Shares has been duly authorised and, when the Shares have been issued and allotted in accordance with the provisions of the Equity Incentive Plan (including any applicable and duly authorised award agreement under the Equity Incentive Plan), and subject to receipt by the Company of the full consideration payable therefor, the Constitution and the duly passed Board Resolution, the Shares will be validly issued, fully paid and will not be subject to calls for any additional payments (non-assessable). |
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4. | Limitations and Qualifications |
4.1 | We offer no opinion as to any taxation matter and we offer no opinion: |
(a) | as to any laws other than the laws of Ireland, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than Ireland; or, |
(b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, 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. |
4.2 | Under the Companies Act 2014 (as amended) (the “Companies Act”) of Ireland annual returns in respect of the Company must be filed with the Companies Registration Office in Ireland, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Minister for Public Expenditure of Ireland and will be subject to disposition or retention for the benefit of the public of Ireland. |
4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Companies Registration Office. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of Ireland other than the Companies Act. |
5 | Governing law of this opinion |
5.1 | This opinion is: |
(a) | governed by, and shall be construed in accordance with, the laws of Ireland; |
(b) | limited to the matters expressly stated in it; and |
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(c) | confined to, and given on the basis of, the laws and practice in Ireland at the date of this opinion. |
5.2 | Unless otherwise indicated, a reference to any specific Irish legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
6 | Reliance |
This letter is given solely for your benefit and may not be relied upon by any other person without our prior written consent provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal securities laws.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement. We also hereby consent to the reference to this firm in the Registration Statement under the heading “Item 8 Exhibits”.
Yours faithfully
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