Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Iterum Therapeutics plc | d92624dex991.htm |
| EX-10.1 - EX-10.1 - Iterum Therapeutics plc | d92624dex101.htm |
| EX-5.2 - EX-5.2 - Iterum Therapeutics plc | d92624dex52.htm |
| EX-4.1 - EX-4.1 - Iterum Therapeutics plc | d92624dex41.htm |
| 8-K - 8-K - Iterum Therapeutics plc | d92624d8k.htm |
Exhibit 5.1
|
A&L Goodbody Solicitors International Financial Services Centre 25-28 North Wall Quay, Dublin 1 D01 H104 T +353 1 649 2000 Dx: 29 Dublin | www.algoodbody.com |
Dublin Belfast London New York San Francisco Palo Alto |
| Date | 10 February 2021 | |
| Our Ref | 01416740 | |
| Your Ref | ||
Iterum Therapeutics plc
Block 2, Floor 3
Harcourt Centre
Harcourt Street
Dublin 2
Ireland
Re: Iterum Therapeutics plc (the Company)
Dear Sirs
We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 563531), in connection with the issuance and sale by the Company of the following securities (the Securities):
| • | Up to 17,500,000 ordinary shares, par value $0.01 per share (Ordinary Shares) (the Offering Shares); and |
| • | Placement agent warrants (the Placement Agent Warrants) to purchase 1,225,000 Ordinary Shares (the Placement Agent Warrant Shares, and together with the Offering Shares, the Shares), |
pursuant to (i) a registration statement on Form S-3 (File No. 333-232569) filed by the Company, on 5 July 2019, with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act) (the Registration Statement) and the prospectus contained therein (the Base Prospectus) for the registration of, among other things, ordinary shares, par value $0.01 per share, of the Company, which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an initial aggregate offering price not to exceed $150,000,000; and (ii) the prospectus supplement dated 9 February 2021 (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus) relating to the issuance by the Company of the Shares.
H.C. Wainwright & Co., LLC has acted as placement agent (the Placement Agent) to this proposed equity offering, as documented in a securities purchase agreement between the Company and each of the purchasers of the Offering Shares dated 9 February 2021 (the Securities Purchase Agreement).
In connection with this Opinion, we have examined and relied upon copies of:
| • | the Registration Statement; |
| • | the Prospectus; and |
PM Law • CE Gill • JG Grennan • J Coman • PD White • VJ Power • LA Kennedy • SM Doggett • B McDermott • C Duffy • PV Maher • S O’Riordan • MP McKenna • KA Feeney • M SherlockE MacNeill • KP Allen • EA Roberts • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • AC Burke • D Widger • C Christle • S O’Croinin • JW Yarr • DR Baxter • A McCarthyJF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • M Dale • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity • M CoghlanDR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • G Stanley • D Dagostino • R Grey • R Lyons • J Sheehy • C Morrissey • C Carroll • SE CarsonP Diggin • J Williams • A O’Beirne • MD Cole • G Conheady • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ ComerfordR Marron • D Berkery • K O’Shaughnessy • S O’Connor • SE Murphy • D Nangle • L Butler • A Lawler • C Ó Conluain • N McMahon • HP Brandt • A Sheridan
Consultants: SW Haughey • Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan
| • | copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. |
In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches, as of the date hereof, in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
| 1 | We have further assumed that: |
| 1.1 | that the memorandum and articles of association of the Company as amended and restated by shareholder resolution on 28 January 2021 and as are available as Exhibit 3.1 to the Company’s Form 8-K, as filed with the SEC on 28 January 2021, are correct and up to date; |
| 1.2 | that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Securities Purchase Agreement; |
| 1.3 | the accuracy and completeness of all information appearing on public records; |
| 1.4 | none of the resolutions and authorities of the board of directors, any committee of the board of directors or shareholders of the Company upon which we have relied have been or will be varied, amended or revoked in any respect or have expired and that the Securities will be issued in accordance with such resolutions and authorities and the terms of the applicable agreement relating to the Securities; |
| 1.5 | that the issuance of the Securities will be in compliance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, and all applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 1.6 | the Securities have not been offered to investors in the European Economic Area; and |
| 1.7 | the absence of fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will issue the Securities in good faith, for its legitimate and bona fide business purposes. We have further assumed that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Securities; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Securities; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Securities and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Securities. |
| 2 | Subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that: |
| 2.1 | the Company is duly incorporated under the laws of Ireland and subject to suit in its own name. Based only on searches carried out in the CRO, the Judgments Office of the High Court and the Central Office of the High Court on 10 February 2021, the Company is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over the Company or to wind up the Company; |
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| 2.2 | the Company has the necessary power and authority, and all necessary corporate and other action has been taken, to enable it to execute, deliver and perform the obligations undertaken by it under the Securities Purchase Agreement; |
| 2.3 | the Offering Shares, when issued in accordance with the Securities Purchase Agreement including the payment of the relevant subscription amounts (the Subscription Amount), will be duly authorised, validly issued, fully paid and will not be subject to calls for any additional payments (non-assessable); |
| 2.4 | the Placement Agent Warrants when (i) delivered against due payment therefor; and (ii) they have been duly authorized, executed and delivered by the Company and the other parties thereto, will be duly authorized, validly issued and binding obligations of the Company; and |
| 2.5 | the Placement Agent Warrant Shares when (i) delivered against due payment therefor; and (ii) they have been duly authorized, executed and delivered by the Company and the other parties thereto, will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”). |
The opinions set forth in this Opinion are given subject to the qualification that the searches referred to in paragraph 2.1 do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, a Company.
In rendering this Opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.
This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.
We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC and to the use of our name therein and in the related Prospectus Supplement under the caption “Legal Matters”.
The Opinion is governed by and construed in accordance with the laws of Ireland.
Yours faithfully
/s/ A&L Goodbody
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