Abcam (ABCZF) F-3ASRAutomatic shelf registration (foreign)

INTRODUCTION

Purpose

Defined terms and headings

capitalised terms used without definition in this letter or the schedules hereto have the meanings assigned to them in the Registration Statement unless a contrary indication appears; and

headings are for ease of reference only and shall not affect interpretation.

Legal review

an online search at Companies House in respect of information available for inspection about the Company conducted on 29 March 2022 at 10:06 a.m.;

an online search at the Central Registry of Winding Up Petitions, London on 29 March 2022 at 10:06 a.m. with respect to the Company (paragraphs 1.3(a) and 1.3(b) together, the “Searches”);

a PDF copy of the minutes of the annual general meeting of shareholders of the Company held on 1 July 2021 (the “General Meeting Minutes”) which included resolutions amongst others:

authorising the board of directors of the Company, for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”), to allot shares in the Company, and to grant rights to subscribe for or convert any security into shares in the capital of the Company (A) up to a maximum aggregate nominal amount of £151,165 (other than in connection with a rights issue); and (B) comprising equity securities (as defined in section 560(1) of the Companies Act) (“Equity Securities”) up to a further aggregate nominal amount of £302,330 (such amount to be reduced by any allotments or grants made under (A) above) in connection with or pursuant to an offer by way of a rights issue (the “Authorised Shares”); and

disapplying section 561 of the Companies Act in respect of the allotment of Equity Securities or the sale of treasury shares up to an aggregate nominal amount of £22,675 or that are allotted in a pre-emptive offering (in the case of allotments made under the authority granted in (i)(B) above) in connection with an offer by way of a rights issue or other similar issue,

a certified draft copy of an extract of the minutes of a meeting of the board of directors of the Company (the “Board”) held on 29 March 2022, at which the Board approved, inter alia, the preparation and filing of one or more registration statements on Form F-3 (the “Board Minutes”);

a PDF copy of the certificate of incorporation of the Company dated 12 February 1998 and certificates of incorporation on change of name of the Company dated 26 March 1998 and 26 October 2005;

a PDF copy of the current articles of association of the Company which were adopted pursuant to a special resolution passed on 1 November 2010 (the “Articles of Association”); and

a PDF copy of the draft Registration Statement as at 29 March 2022 and to be filed with the SEC on 29 March 2022.

Applicable law

we have not investigated the laws of any country other than England and we assume that no foreign law (including, for the avoidance of doubt, European Union law on and after 1 January 2021), affects the opinion stated below; and

we express no opinion in this letter on the laws of any jurisdiction other than England.

Assumptions and reservations

OPINION

the Registration Statement, as amended and supplemented, having become effective under the Securities Act and continuing to be so effective;

the directors of the Company at the time of any allotment and issue of Shares being duly authorised pursuant to the articles of association of the Company in force at the time of such allotment and issue, the Companies Act and any relevant authority given by the members of the Company to allot such Shares and any rights of pre-emption under such articles of association or the Companies Act in respect of such allotment having been validly disapplied;

the directors of the Company having validly resolved to allot the Shares;

the receipt in full of payment for the Shares in an amount of “cash consideration” (as defined in section 583(3) of the Companies Act) of not less than the aggregate nominal value for such Shares; and

valid entries having been made in relation to the allotment and issue of the Shares in the books and registers of the Company,

EXTENT OF OPINION

RELIANCE AND DISCLOSURE

the genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

that in the case of a document signed electronically, the person signing it intended to sign and be bound by the document;

that where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen. For the avoidance of doubt, we draw to your attention that the Board Minutes referenced at paragraph 1.3(d) above have not been signed at the date of this letter;

that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than English law;

that the Articles of Association remain in full force and effect, and no alteration has been made or will be made to the Articles of Association, in each case prior to any date on which Shares are allotted or issued (each such date being an “Allotment Date”);

that a complete prospectus supplement will have been prepared and filed with the SEC describing the Shares offered before each Allotment Date;

that all documents, forms and notices which should have been delivered to the UK Companies House in respect of the Company have been so delivered, that the results of the Searches are complete and accurate, and that the position has not changed since the times at which the Searches were made and that the results of the Searches will remain complete and accurate as at each Allotment Date;

that the resolutions of the board of directors of the Company contained in the Board Minutes provided to us in connection with the giving of this opinion and the resolutions of the board of the directors referred to in paragraph 2(c) of this opinion were and/or will be duly passed at a meeting of the board of directors that was and/or will be duly constituted, convened and conducted and all constitutional, statutory and other formalities were and/or will be duly observed (including, if applicable, those relating to the declaration of directors’ interests or the power of interested directors to vote), a quorum was and/or will be present throughout, the requisite majority of directors voted and/or will vote in favour of approving the resolutions and the resolutions passed thereat were and/or will be duly adopted, have not been and/or will not be revoked or varied and remain in full force and effect and will remain so as at each Allotment Date;

that the minutes of the General Meeting provided to us in connection with the giving of this opinion are a true record of the proceedings described in them in a duly convened, constituted and quorate meeting in which all constitutional, statutory and other formalities were duly observed, and the resolutions set out in the minutes were validly passed and have not been and will not be revoked or varied and remain in full force and effect and will remain so as at the Allotment Date;

that as at each Allotment Date, the authority granted pursuant to the 2021 Resolutions will remain unutilised to the extent necessary to permit such allotment and issue of Shares, or if at any Allotment Date, the 2021 Resolutions have expired, the Company in general meeting duly and validly having resolved (i) as an ordinary resolution to authorise the board of directors of the Company pursuant to section 551 of the

that any subsequent general meeting referred to in (j) above will be validly constituted, convened and conducted in accordance with the Articles of Association, that all constitutional, statutory and other formalities will be observed at the general meeting in connection with the passing of the resolutions and no such resolution will have been revoked or varied prior to each Allotment Date and will remain in full force and effect at each Allotment Date;

that at the time of each allotment and issue of any Shares, the Company shall have received “cash consideration” (as such term is defined in section 583(3) of the Companies Act) in full, equal to the subscription price payable for such Shares and shall have entered the holder or holders thereof in the register of members of the Company showing that all such Shares shall have been fully paid up as to their nominal value and any premium thereon as at each Allotment Date;

that immediately prior to allotment, the directors of the Company had or shall have sufficient authority and powers conferred upon them to allot and issue such Shares under section 551 of the Companies Act and under section 570 or section 571 (as applicable) of the Companies Act as if section 561 of the Companies Act did not apply to such allotment and issue, and the directors of the Company shall not allot or issue (or purport to allot or issue) Shares in excess of such powers or in breach of any other limitation on their power to allot and issue Shares;

that no Shares shall be allotted or issued, or are or shall be committed to be allotted or issued, at a discount to their nominal value (whether in pounds sterling or equivalent in any other currency);

that any allotment and issue of Shares will be duly made in accordance with both the Articles of Association (as may be amended), the Companies Act and the applicable law, rules and regulations in force at the time of such allotment and issue, including without limitation, the rules of any stock exchange on which the Company’s securities may be traded;

that there is, at each Allotment Date, no matter affecting the authority of the directors to issue and allot the Shares which would have any adverse implications in relation to the opinion given above;

that the Shares will be allotted and issued in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on the business of the Company and that there will be reasonable grounds for believing that the allotment and issue of the Shares will promote the success of the Company for the benefit of its members as a whole;

that in relation to the allotment and issue of the Shares, the directors of the Company have acted and will act in the manner required by section 172 of the Companies Act (duty to promote the success of the Company), and there has not and will not be any bad faith, breach of duty, breach of trust, fraud, coercion, duress or undue influence on the part of any of the directors of the Company in relation to any allotment and issue of Shares;

that no Shares or rights to subscribe for Shares have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”) or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall be made in relation to the Shares in breach of section 21 of FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities;

that in issuing and allotting Shares, the Company is not carrying on a regulated activity for the purposes of section 19 of FSMA;

that the Company has complied and will comply with all applicable anti-terrorism, anti-money laundering, sanctions and human rights laws and regulations and that each allotment and issue of Shares will be consistent with all such laws and regulations;

that except to the extent expressly set out in the opinion given in this letter no consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required from any governmental or regulatory authority in connection with the execution, delivery and performance of the Registration Statement by the Company or if such consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required, these have been made or will be made within the prescribed time limits; and

that the Company has not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for:

the liquidation, administration, winding up, dissolution, reorganisation, or bankruptcy or similar procedures in other relevant jurisdictions, of; or

the commencement of a moratorium in respect of; or

the appointment of a liquidator, receiver, trustee, administrator, administrative receiver, monitor or similar officer of,

The Searches are not capable of revealing conclusively whether or not a winding-up or administration petition, filing or order has been presented or made, a monitor or receiver appointed, a company voluntary arrangement proposed or approved or a moratorium or any other insolvency proceeding commenced. We have not made enquiries of any District Registry or County Court;

any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes, restructuring plans or analogous circumstances; and

an English court exercising its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory;

we express no opinion as to matters of fact; and

it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.