Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Sphere 3D Corp | exhibit99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - Sphere 3D Corp | exhibit99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - Sphere 3D Corp | exhibit99-1.htm |
| EX-5.2 - EXHIBIT 5.2 - Sphere 3D Corp | exhibit5-2.htm |
| EX-4.2 - EXHIBIT 4.2 - Sphere 3D Corp | exhibit4-2.htm |
| EX-4.1 - EXHIBIT 4.1 - Sphere 3D Corp | exhibit4-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Sphere 3D Corp | exhibit1-1.htm |
| 8-K - FORM 8-K - Sphere 3D Corp | form8k.htm |
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April 17, 2018
Sphere 3D Corp.
240 Matheson Boulevard East
Mississauga, ON L4Z 1X1
Canada
Re: Registration of common shares and warrants of Sphere 3D Corp.
Dear Sirs/Mesdames:
We have acted as Canadian special counsel to Sphere 3D Corp., a corporation incorporated under the Business Corporations Act (Ontario) (the "Company"), in connection with the issuance of:
| (a) |
3,300,000 common shares (the "Shares") of the Company; and |
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| (b) |
Warrants (each a "Warrant", and collectively the "Warrants"), to purchase an aggregate of 1,102,500 common shares, each warrant entitling the holder to purchase 0.3 common shares of the Company (the "Warrant Shares" and, together with the Shares, the "Registration Shares"). |
The Shares and the Warrants were issued in accordance with the terms of an underwriting agreement dated April 13, 2018 (the "Underwriting Agreement") entered into between the Company and Maxim Group LLC, and in connection with a registration statement on Form F-3 (File No. 333-206357) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on August 27, 2015, the prospectus dated August 27, 2015 included therein (the "Base Prospectus"), and the prospectus supplement thereto dated April 13, 2018 (the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement are collectively referred to as the "Prospectus".
For the purposes of this opinion, we have examined and relied upon copies of the Underwriting Agreement (including the notice dated April 13, 2018 of exercise of the over-allotment option thereunder in respect of the Warrants), and the form of warrant (the "Form of Warrant") in respect of the Warrants. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the "Corporate Documents"):
| (a) |
the certificate and articles of amendment of the Company; |
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| (b) |
the by-laws of the Company; |
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| (c) |
certain resolutions of the Company's directors; and |
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| (d) |
a certificate of an officer of the Company (the "Officer's Certificate"). |
We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have relied upon the Corporate Documents without independent investigation of the matters provided for therein for the purpose of providing our opinion expressed herein.
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In examining all documents and in providing our opinion expressed herein we have assumed that:
| (a) |
all individuals had the requisite legal capacity; |
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| (b) |
all signatures are genuine; |
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| (c) |
all Warrants conform to the Form of Warrant in all respects; |
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| (d) |
all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; |
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| (e) |
all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; and |
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| (f) |
all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of the Company including, without limitation, the Officer's Certificate, are complete, true and accurate. |
Our opinion is expressed only with respect to the laws of the Province of Ontario (the "Jurisdiction") and the laws of Canada applicable therein. Any reference to the laws of the Jurisdiction includes the laws of Canada that apply in the Jurisdiction.
Our opinion is expressed with respect to the laws of the Jurisdiction in effect on the date of this opinion. We have no responsibility or obligation to (i) update this opinion, (ii) take into account or inform the addressee or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, or (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion, nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee.
Where our opinion refers to any of the Registration Shares as being issued as being "fully-paid and non-assessable", such opinion assumes that all required consideration (in whatever form) has been paid or provided and no opinion is expressed as to the adequacy of any such consideration paid or provided.
Based and relying upon the foregoing, we are of the opinion that:
| (a) | the Shares have been validly issued as fully paid and non- assessable; and | |
| (b) |
the Warrant Shares, when issued upon exercise of the Warrants in accordance with their terms, will be validly issued as fully paid and non-assessable. |
This opinion has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement, the Prospectus or the Registration Shares.
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in each of the Base Prospectus and the Prospectus Supplement and in the Current Report of the Company on Form 8-K dated the dated the date hereof in connection with the entry by the Company into the Underwriting Agreement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under the he United States Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.
| Yours truly, | |
| /s/ Stikeman Elliott LLP |