Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - OPEN TEXT CORP | d318013dex991.htm |
| 8-K - 8-K - OPEN TEXT CORP | d318013d8k.htm |
Exhibit 5.1
December 22, 2016
Open Text Corporation
275 Frank Tompa Drive
Waterloo, ON N2L 0A1
| RE: | Open Text Corporation – Prospectus Supplement dated December 13, 2016 to Form S-3 Registration Statement |
Dear Sirs/Mesdames:
We have acted as Canadian counsel to Open Text Corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of the Company’s registration statement on Form S-3 (File No. 333-195479) dated April 24, 2014, as amended by the post-effective amendment No. 1 filed with the Commission on May 10, 2016 and as amended by the post-effective amendment No. 2 filed with the Commission on December 12, 2016 (excluding the documents incorporated by reference therein, the “Registration Statement”), and the supplement dated December 13, 2016 to the prospectus contained in the Registration Statement (the “Prospectus Supplement”). The Registration Statement relates to the unallocated offer and sale from time to time as set forth in the Registration Statement of common shares, preference shares, debt securities, depository shares, warrants, purchase contracts, units and subscription receipts of the Company. The Prospectus Supplement relates to the offering and issuance of 655,302 common shares in the capital of the Company by the Company (the “Offered Shares”) in connection with the funding of its acquisition of certain assets of the enterprise content division (the “EMC Enterprise Content Division”) of EMC Corporation, a Massachusetts Corporation (“Dell-EMC”), pursuant to a Master Acquisition Agreement dated September 12, 2016 among the Company, Dell-EMC, EMC International Company, a company organized under the laws of Ireland, and EMC (Benelux) B.V., a besloten vennootschap organized under the laws of the Netherlands.
In connection with the opinions hereinafter expressed, we have examined an original or copy of each of the Registration Statement and the Prospectus Supplement. We have also considered such questions of law, examined such statutes, regulations, public records, certificates of government officials, corporate documents, records, certificates and instruments and made such other investigations as we have considered necessary or appropriate as a basis for these opinions, including:
| (a) | a certificate of the Corporate Secretary of the Company dated December 19, 2016 (the “Secretary’s Certificate”) with respect to: (i) the currently effective articles and by-laws of the Company; and (ii) the resolutions of the board of directors of the Company (the “Board”) relevant to the issuance of the Offered Shares, the Registration Statement and the prospectus contained in the Registration Statement, and the Prospectus Supplement; and |
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| (b) | a certificate of compliance dated December 21, 2016 issued with respect to the Company by Industry Canada (the “Certificate of Compliance”). |
We are qualified to practice in the Province of Ontario, and our opinions expressed herein are limited to the provisions of the Canada Business Corporations Act (the “CBCA”), the Company’s governing corporate statute, and the regulations thereunder and reported judicial decisions interpreting these laws. For the purposes of this opinion letter, we understand that for the purposes of United States law with respect to a U.S. company, the terms and phrases listed below have the following meanings:
| (a) | “validly issued” means that: (i) a company is validly existing under the laws of the jurisdiction in which it is incorporated, and the securities are duly authorized; (ii) the actions required by applicable state corporation law to approve the issuance of the securities have been taken; and (iii) the securities have been or will be issued in compliance with the requirements of that law, such company’s certificate or articles of incorporation and by-laws, and the resolutions approving the issuance of those securities; |
| (b) | “fully paid” means that the consideration received by the company satisfies, in both type and amount, the requirements of applicable state corporation law, such company’s certificate or articles of incorporation and by-laws, the resolutions approving the issuance, and any other applicable agreement; |
| (c) | “duly authorized” means that the company, under applicable law, its certificate or articles of incorporation and its by-laws, has the power to issue the shares and has taken all corporate actions necessary to create that power; and |
| (d) | “non-assessable” means that the securityholder is not liable, solely because of securityholder status, for additional assessments or calls on the security by the company or its creditors. |
These terms and phrases have a comparable meaning under the CBCA.
For the purposes of the opinions expressed herein, we have assumed:
| (a) | the genuineness of all signatures and the legal capacity of all individuals who have executed any of the documents that we have reviewed; |
| (b) | the authenticity and completeness of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, conformed, photostatic or electronically transmitted copies thereof and the authenticity of the originals of such certified, conformed, photostatic or electronically transmitted copies; |
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| (c) | that the factual information contained in each of the documents that we have reviewed, which we have not independently verified, is accurate as of the date hereof; |
| (d) | the factual information contained in the Secretary’s Certificate is accurate as of the date hereof; |
| (e) | at or prior to the time of the delivery of any Offered Shares, the Registration Statement, including all necessary post-effective amendments, will remain effective under the Securities Act and such effectiveness will not have been terminated or rescinded; and |
| (f) | all Offered Shares will be offered and sold in compliance with applicable securities laws and in the manner stated in the Registration Statement, the prospectus contained therein, any necessary post-effective amendments to the Registration Statement, and the Prospectus Supplement. |
Based and relying upon and subject to the foregoing, we are of the opinion that:
| 1. | The Offered Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable common shares in the capital of the Company. |
We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement, and to the reference to our name under the heading “Validity of the Securities” in the prospectus contained in the Registration Statement, and under the headings “Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not hereby agree that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
The opinions herein are given at the date hereof and we disclaim any obligation or undertaking to update these opinions or advise any person of any change in law or fact which may come to our attention after the date hereof. Subject to the qualifications set out above, this opinion letter is intended solely for use in connection with the offer and sale of the Offered Shares subject to the Registration Statement and the Prospectus Supplement and may not be relied upon for any other purpose without our express written consent.
Yours very truly,
/s/ Blake, Cassels & Graydon LLP