Exhibit 5.1
São Paulo, September 18, 2020.
Suzano S.A.
Avenida Professor Magalhães Neto 1752, 10th floor, rooms 1010 and 1011
41810-012 Salvador, BA, Brazil
Ladies and Gentlemen:
We have acted as special Brazilian counsel to Suzano S.A., a corporation (sociedade por ações) organized and existing under the laws of the Federative Republic of Brazil ("Brazil") ("Suzano"), in connection with the preparation and filing by Suzano, under the U.S. Securities Act of 1933, as amended ("Securities Act"), of a registration statement on Form F-3 ("Registration Statement") with the United States Securities and Exchange Commission ("SEC") with respect to 150,217,425 common shares of Suzano, including common shares that may be represented by American Depositary Shares (collectively, "Common Shares") to be offered and sold from time to time on a delayed or continuous basis by the selling shareholder named therein ("Selling Shareholder") at offering prices to be determined from time to time.
In rendering the opinions expressed herein, we have examined:
| (i) | an electronic copy of the Registration Statement filed with the SEC as of the date hereof; |
| (ii) | a copy of the Suzano’s by-laws (estatuto social), as in effect on the date hereof; and |
| (iii) | such other documents, certificates and information and such matters of law as we have deemed necessary or appropriate in connection with the opinions expressed herein. |
In rendering the opinions below, we have made the following assumptions:
| (i) | the signatures on the originals, certified copies or copies of all documents submitted to us are genuine; |
| (ii) | the Registration Statement and any amendments or supplements thereto (including any of the documents incorporated by reference therein) will be effective and will comply with all applicable laws at the time the Common Shares are offered as contemplated by the Registration Statement; |
| (iii) | the Common Shares will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto; |
| (iv) | the Selling Shareholder will authorize the offering of the Common Shares, and the Selling Shareholder and Suzano, if applicable, will take any other appropriate corporate action; |
| (v) | all factual representations made in documents reviewed by us, other than those dealing with matters of Brazilian law, are accurate and complete; and |
| (vi) | except as specifically otherwise mentioned herein, there is no provision of the law of any jurisdiction other than Brazil that has any implication in relation to the opinions expressed herein |
We express no opinion as to any laws other than the laws of Brazil as in effect on the date hereof and we have not made any investigation of the laws of any jurisdiction outside of Brazil. In particular, we have made no independent investigation of the laws of the State of New York as a basis for the opinions expressed herein and do not express or imply any opinion on such laws. This opinion is to be governed by and construed in accordance with the laws of Brazil in effect as of the date hereof. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Common Shares by the Selling Shareholder and is not to be relied upon in respect of any other matter.
Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that:
1. Suzano is validly existing as a corporation (sociedade por ações) under the laws of Brazil.
2. Upon the sale of the Common Shares by the Selling Shareholder, in accordance with a definitive underwriting, purchase or similar agreement relating to the offer and sale of the Common Shares, duly authorized, executed and delivered by all parties thereto, including Suzano, the Common Shares will continue to be legally issued, fully paid and non-assessable (meaning that no further sums will be payable to Suzano on such Common Shares).
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The limitations inherent in the independent verification of factual matters and the character of determinations involved in the preparation of a disclosure document are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or any amendments or supplements thereto (including any of the documents incorporated by reference therein).
This opinion letter is limited to the matters and transactions expressly stated and speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind including any change of law or fact that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm in the prospectus constituting a part of the Registration Statement, as it may be amended from time to time, under the captions "Validity of Securities" and "Enforceability of Civil Liabilities." In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Francisco J. Pinheiro Guimarães | |
| Francisco J. Pinheiro Guimarães | |
| Pinheiro Guimarães |
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