EX-5.1 2 ea120672ex5-1_aurismedi.htm OPINION OF CONYERS DILL & PEARMAN LIMITED, BERMUDA COUNSEL TO THE COMPANY, AS TO THE VALIDITY OF THE COMMON SHARES OF AURIS MEDICAL HOLDING LTD.

Exhibit 5.1

  

 

 

 

CONYERS DILL & PEARMAN LIMITED

 

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

 

Mail: PO Box HM 666, Hamilton HM CX, Bermuda

T +1 441 295 1422

 

conyers.com

 

29 April 2020

Matter No.: 365985
441 299 4938
guy.cooper@conyers.com

 

Auris Medical Holding Ltd.

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

 

Dear Sirs,

 

Auris Medical Holding Ltd. (the “Company”)

 

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 29 April 2020 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of 1,500,000 common shares, par value CHF 0.40 each of the Company (the “Common Shares”) for sale to the Selling Shareholder (as defined below) pursuant to the Purchase Agreement (as defined below).

 

For the purposes of giving this opinion, we have examined a copy of:

 

(i)the Registration Statement; and

 

(ii)an electronic copy of an executed purchase agreement between the Company and Lincoln Park Capital Fund, LLC (the “Selling Shareholder”) dated 23 April 2020 (the “Purchase Agreement”).

 

We have also reviewed the memorandum of continuance and the bye-laws of the Company, each certified by the Secretary of the Company on 29 April 2020 (the “Constitutional Documents”), written resolutions of its directors dated 22 April 2020 (together, the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

 

 

 

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the internal laws of the State of New York of the Purchase Agreement in accordance with their respective terms, (g) that the Constitutional Docuemnts will not be amended in any manner that would affect the opinions expressed herein; (h) that the Company will have sufficient authorised capital to effect the issue of any of the Common Shares at the time of issuance; (i) that the Company’s Common Shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, at the time of issuance of any Common Shares and the consent to the issue and free transfer of the Company’s securities given by the Bermuda Monetary Authority as of 27 February 2019 will not have been revoked or amended at the time of issuance of any Common Shares; and (j) that, upon issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. 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.

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

 

2.When issued and paid for as contemplated by the Registration Statement and the Purchase Agreement, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman Limited

 

Conyers Dill & Pearman Limited