JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN ● 75001 PARIS TELEPHONE: (0)1.56.59.39.39 ● FACSIMILE: (0)1.56.59.39.38 ● TOQUE J 001 WWW.JONESDAY.COM November 7, 2023
Exhibit 5.1
XXXXX DAY
PARTNERSHIP CONSTITUEE SELON LE DROIT
DE L’OHIO, USA
AVOCATS AU BARREAU DE PARIS
0, XXX XXXXX-XXXXXXXXX ● 75001 PARIS
TELEPHONE: (0)0.00.00.00.00 ● FACSIMILE: (0)0.00.00.00.00 ● TOQUE J 001
XXX.XXXXXXXX.XXX
November 7, 2023
00, xxx xx Xxxxxxxxxx
75012 Paris, France
Re: 6,279,130 Ordinary Shares of Nanobiotix S.A., including 3,786,907 U.S. Offering Shares to be Delivered in the Form of 3,786,907 American Depositary Shares
Ladies and Gentlemen:
We are acting as special French counsel for Nanobiotix S.A., a société anonyme incorporated in the Republic of France (the “Company”), in connection with the issuance and sale by the Company of 6,279,130 shares (the “New Shares”) of the Company’s ordinary shares, €0.03 nominal value per share (the “Ordinary Shares”), including 3,786,907 Ordinary Shares to be delivered in the form of an aggregate of 3,786,907 American Depositary Shares (“ADSs”), each representing one Ordinary Share, pursuant to an Underwriting Agreement, dated as of November 2, 2023 (the “Underwriting Agreement”), by and between the Company and Xxxxxxxxx LLC, Leerink Partners LLC and Guggenheim Securities, LLC, acting as the representative of the several underwriters named therein.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, as of the date hereof:
1. The issuance of the New Shares has been duly authorized; and
2. The New Shares, when issued and delivered pursuant to the terms of the Underwriting Agreement against full payment of their subscription price, as provided in the Underwriting Agreement, as shall be acknowledged by the certificate of the depository (certificat du dépositaire) to be delivered by CIC Securities, will be validly issued, fully paid and non-assessable.
The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of New Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the New Shares.
XXXXX DAY
In rendering the foregoing opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We have also assumed that the resolutions authorizing the Company to issue, offer and sell the New Shares as adopted by the combined ordinary and extraordinary meeting of shareholders and/or the supervisory board (conseil de surveillance) and/or management board (directoire) of the Company, as applicable, are accurately reflected in the minutes of such meetings provided to us, and remain in full force and effect.
As to facts material to the opinions and assumptions expressed herein, we have relied upon written statements and representations of officers of the Company and others. We are members of the Paris bar and this opinion is limited to the laws of the Republic of France as currently in effect. This opinion is subject to the sovereign power of the French courts to interpret agreements and assess the facts and circumstances of any adjudication. This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the Republic of France.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 6-K, filed on the date hereof by the Company and incorporated by reference into the registration statement on Form F-3 (File No. 333-262545) (the “Registration Statement”) filed by the Company to effect the registration of the New Shares under the Securities Act of 1933 (the “Act”), and to the reference to Xxxxx Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement and the final prospectus supplement, dated as of November 2, 2023, filed by the Company pursuant to Rule 424(b) under the Act on November 6, 2023, relating to the New Shares. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, | ||
| /s/ Xxxxx Day | ||
