RE: Iris Energy Limited – Legal Opinion, Sales Agreement

Exhibit 5.1

CLIFFORD CHANCE
LEVEL 00, XXXXXXXXXX XXXXX 00 XXXXXXXXXX XXXXXX XXXXXX XXX 0000 XXXXXXXXX
TEL x000 0000 0000 FAX x000 0000 0000
xxx.xxxxxxxxxxxxxx.xxx

		E-mail: xxxxxx.xxxxxxxxx@xxxxxxxxxxxxxx.xxx
To:	Iris Energy Limited Level 00, 00 Xxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx	15 May 2024

Ladies and Gentlemen

RE:  Iris Energy Limited – Legal Opinion, Sales Agreement

We have acted as Australian legal advisers to Iris Energy Limited ACN 629 842 799 (the “Company”), an Australian public company having its principal place of business at Level 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000 Xxxxxxxxx, in connection with the preparation and filing by the Company on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) of (i) a Registration Statement (the “Registration Statement”) on Form F-3 under the Securities Act of 1993, as amended (the “Securities Act”), including the prospectus contained therein (the “Base Prospectus”), registering certain securities, including (a) ordinary shares of the Company, with no par value (the “Ordinary Shares”), (b) debt securities of the Company (the “Debt Securities”), (c) warrants of the Company (the “Warrants”), (d) purchase contracts (the “Purchase Contracts”), (e) units (the “Units”) and (f) subscription rights (the “Rights” and, together with the Debt Securities, the Warrants, the Purchase Contracts and the Units, the “Securities”) and (ii) a prospectus supplement to be filed with the Commission on the date hereof (the “Prospectus Supplement”) relating to the offer and sale of Ordinary Shares, from time to time, with an aggregate offering price of up to US$500 million pursuant to the Sales Agreement (as defined below) (the “ATM Ordinary Shares”).

This opinion letter (this “Opinion Letter”) is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein.

1. INTRODUCTION

1.1 Interpretation

Headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation.

1.2 Legal review

We have not reviewed any documents other than the documents listed in Schedule 1 (the “Documents”) for the purposes of this Opinion Letter, and this Opinion Letter does not purport to address any legal issues that arise in relation to such other documents that may be or come into force, even if there is a reference to any such documents in the Documents or on the impact such documents may have on the opinions expressed in this Opinion Letter.

1.3 Applicable law

The opinions given in this Opinion Letter are confined to, and given on the basis of, Australian law as currently applied by the Australian courts as evidenced in legislation and published case law in Australia.

The opinions given in this Opinion Letter are given on the basis that it is governed by and construed in accordance with the laws of New South Wales, Australia and will be subject to the jurisdiction of the courts of News South Wales, Australia.

1.4 Assumptions and Reservations

The opinions given in this Opinion Letter are given on the assumptions set out in Schedule 2 (Assumptions).  The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 2 (Opinions) and do not extend to any other matters.

2. OPINIONS

We are of the opinion that the Ordinary Shares and any Ordinary Shares to be issued upon conversion, exercise, exchange or pursuant to the terms of any of the Securities, and the ATM Ordinary Shares, have been duly authorized and, in each case if and once (i) duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and (ii) fully paid and issued in accordance with the terms of the Company's constitution in force as at the date of this Opinion Letter (“Constitution”) and, in the case of the ATM Ordinary Shares, the At Market Issuance Sales Agreement by and between the Company, X. Xxxxx Securities, Inc., Cantor Xxxxxxxxxx & Co. and Compass Point Research & Trading, LLC dated 13 September 2023, as amended by the joinders thereto by and between the Company, Canaccord Genuity LLC, Citigroup Global Markets, Inc. and Macquarie Capital (USA) Inc. (as so amended, the “Sales Agreement”), will be validly issued, fully paid-up and non-assessable.

3. SCOPE OF OPINION

The delivery of this Opinion Letter to any person other than the Company does not evidence an existence of any advisory duty on our behalf to such person.

The filing of this Opinion Letter as an exhibit to the Registration Statement does not evidence the existence of any such advisory duty or on behalf to any party other than the Company.

We have not considered and do not opine on the Registration Statement or/and any securities law disclosure requirements, other than as expressly stated herein with respect to the issue of the Ordinary Shares.

We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Sales Agreement or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter.

We express no opinion on any applicable licensing or similar requirements.

This Opinion Letter does not contain any undertaking to update it or to inform the Company of any changes in the laws of Australia or any other laws which would affect the content thereof in any manner.

4. ADDRESSEE AND PURPOSE

This Opinion Letter is provided in connection with the Registration Statement.

We hereby consent to the filing of this Opinion Letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” of the Registration Statement as regards certain legal matters as to Australian law. In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully,

/s/ CLIFFORD CHANCE LLP

SCHEDULE 1
DOCUMENTS

For the purpose of this Opinion Letter, we have examined the following documents:

1. Constitutional Documents

(a) a copy of the Company's Constitution.

2. Sales Agreement

(a) a copy of the Sales Agreement dated 13 September 2023.

3. Registration Statement and Prospectus

(a) the Company's Registration Statement on Form F-3 filed with the Commission under the Securities Act on [15] May 2024;

(b) the Base Prospectus contained in the Registration Statement; and

(c) the Prospectus Supplement dated [15] May 2024 relating to the offer and sale of the Ordinary Shares pursuant to the Sales Agreement.

SCHEDULE 2
ASSUMPTIONS

The opinions expressed in this Opinion Letter have been made on the following assumptions which are made on the date of this Opinion Letter.

1. ORIGINAL AND GENUINE DOCUMENTATION

(a) All signatures are genuine, all original documents are authentic and all copy documents are complete and conform to the originals.

(b) The legal capacity of all managers and directors and any other authorised signatories and the Documents have been executed (where applicable) by the signatories indicated thereon.

(c)          All statement of facts contained in the Documents are accurate and complete.

2. VALID OBLIGATIONS

(a) All obligations under the Sales Agreement are valid, legally binding upon, validly perfected where required, and enforceable against, the parties to the Sales Agreement as a matter of all relevant laws (including the laws of Australia).

(b) All acts, conditions or things required to be fulfilled, performed or effected in connection with the Sales Agreement under the laws of any jurisdiction (other than Australia but only to the extent opined herein) have been duly fulfilled, performed and effected.

(c) There are no provisions of the laws of any jurisdiction other than Australia that would adversely affect the opinions expressed in this Opinion Letter.

3. CORPORATE MATTERS

(a) There have not been and there shall be no amendments to the Constitution.

(b) Once taken, board resolutions passed by the Company, including the powers granted therein, shall not be amended or rescinded and shall remain in full force and effect.

(c) The Ordinary Shares shall be issued in accordance with the Sales Agreement, Constitution and board resolutions passed by the Company.

(d) The Company is not subject to an insolvency event as a matter of Australian law, including any bankruptcy, arrangement with creditors, reorganisation, receivership, voluntary administration, dissolution or liquidation or any similar procedure affecting the rights of creditors generally, whether under Australian law or any other law.

(e) That all shareholders of the Company being in the same situation are being treated equally (including in relation to provision of information to shareholders by the Company).

(f) The entry into, the execution of the Sales Agreement is in the corporate interest of the Company.

(g) The Sales Agreement is entered into with bona fide commercial intent, at arm’s length and without any fraudulent intent or any intention to deprive of any benefit any other persons or parties (including creditors) or to breach or circumvent any applicable mandatory laws or regulations of any jurisdiction.