EX-5.2 4 tm2427293d2_ex5-2.htm EXHIBIT 5.2

Exhibit 5.2

 

 

November 6, 2024

 

Board of Directors 

Arbutus Biopharma Corporation 

701 Veterans Circle 

Warminster, PA 18974

 

Dear Sirs/Mesdames:

 

Re:Arbutus Biopharma Corporation (the “Corporation”)

 

We are Canadian counsel to the Corporation, a British Columbia, Canada company, and have been requested to provide this opinion in connection with the Corporation’s issuance of up to $100,000,000 of the Corporation’s common shares, no par value (the “ATM Shares”), from time to time and at various prices in an “at-the-market” offering pursuant to that certain Open Market Sale AgreementSM, dated December 20, 2018, by and between the Corporation and Jefferies LLC, as amended by that certain Amendment No. 1 to the Sale Agreement, dated December 20, 2019, that certain Amendment No. 2 to the Sale Agreement, dated August 7, 2020, and that certain Amendment No. 3 to the Sale Agreement, dated March 4, 2021 (as amended, the “Sale Agreement”). The ATM Shares are being offered pursuant to the Registration Statement on Form S-3, filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on the date hereof (as amended from time to time, the “Registration Statement”), including a base prospectus (the “Base Prospectus”) that forms a part thereof and a prospectus supplement (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”).

 

This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the laws of the Province of British Columbia and the laws of Canada applicable therein. We express no opinion herein as to any other statutes, rules or regulations.

 

 

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Based upon, subject to and limited by the foregoing, we are of the opinion that following: (i) effectiveness of the Registration Statement, (ii) issuance of the ATM Shares pursuant to the terms of the Sale Agreement, which such issuance shall not exceed the Maximum Program Amount (as defined in the Sale Agreement), and (iii) receipt by the Corporation of the consideration for the ATM Shares specified in the resolutions of the Board of Directors or a committee designated by the Board of Directors, the ATM Shares will be validly issued, fully paid, and nonassessable.

 

This opinion letter has been prepared for use in connection with the filing of the Registration Statement and Prospectus relating to the offer and sale of the ATM Shares, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the date hereof.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

 

 Yours truly,
   
  /s/ FARRIS LLP
   
  FARRIS LLP