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NovoCure Limited Second Floor No. 4 The Forum Grenville Street St Helier Jersey JE2 4UF
| | D: +44 1534 514276 |
| james.fox@ogier.com |
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| | 25 July 2024 |
Dear Sirs
NovoCure Limited (the Company) - Post-Effective Amendment to Registration Statements Related to the Registration of Shares under the US Securities Act of 1933, as amended (the Securities Act) – 2024 Omnibus Incentive Plan (the 2024 Plan)
1.Background
1.1 In connection with the Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (the Post-Effective Amendment) filed by the Company today with the Securities and Exchange Commission pursuant to the Securities Act, amending the registration statements set forth therein, (the Prior Registration Statements) you have asked us to furnish our opinion as to the legality of the securities being registered under the Prior Registration Statements, as amended by the Post-Effective Amendment. The Post-Effective Amendment relates to the registration by the Company under the Securities Act of the total number of ordinary shares of the Company that may be granted under the Company's 2024 Plan, consisting of:
(a)up to 9,000,000 ordinary shares (reduced by any ordinary shares subject to awards granted under the Company's 2015 Omnibus Incentive Plan (the 2015 Plan) after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2024 Plan as of the effective date thereof (being 5 June 2024); and
(b)the number of undelivered ordinary shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan, as provided for in the 2024 Plan,
the ordinary shares described in (a) and (b) collectively referred to herein as the Shares.
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Ogier (Jersey) LLP
44 Esplanade
St Helier
Jersey JE4 9W
T +44 1534 514000
F +44 1534 514444
ogier.com | Partners Raulin Amy James Angus James Campbell Alexander Curry Richard Daggett Simon Dinning Katrina Edge Damian Evans James Fox | Josephine Howe
Jonathan Hughes
Niamh Lalor
Kate McCaffrey
Edward Mackereth
Bruce MacNeil
Katharine Marshall
Matt McManus
Rebecca McNulty | Steven Meiklejohn
Oliver Passmore
Nathan Powell
Sophie Reguengo
Oliver Richardson
Bruce Scott
Henry Wickham
Nicholas Williams
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| Registered as a limited liability partnership in Jersey. Registered number 99. | | | |
1.2 In this opinion, "non-assessable" means, in relation to a Share, that the consideration for which the Company agreed to issue that Share has been paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the purchase price of that Share.
2.Documents examined
2.1 For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents:
(a)the Post-Effective Amendment;
(b)the Company’s memorandum and articles of association in force as at the date hereof;
(c)the 2024 Plan;
(d)a true copy of the unanimous written resolutions of the board of directors of the Company dated 4 April 2024, by which the directors (among other things) approved or ratified the 2024 Plan;
(e)the Company’s certificate of incorporation;
(f)a consent to issue shares dated 1 January 2017 issued to the Company by the Jersey Financial Services Commission (the Commission) under the Control of Borrowing (Jersey) Order 1958, as amended (COBO) (the Share COBO Consent);
(g)a consent to issue share options pursuant to the 2024 Plan dated [●] July 2024 issued to the Company by the Commission under the COBO (together with the Share COBO Consent, the COBO Consents);
(h)a certificate signed by a director of the Company dated on or around the date of this opinion; and
(i)a certificate signed by the company secretary of the Company dated on or around the date of this opinion.
2.2 For the purposes of this opinion, we have, with the Company's consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.
3.Assumptions
For the purposes of this opinion, we have assumed:
(a)the authenticity, accuracy, completeness and conformity to original documents of all copy documents, memoranda, extracts and certificates of officers of the Company examined by us;
(b)that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;
(c)the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this Opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof;
(d)that the Company has received in full the consideration for which the Company agreed to issue the Shares;
(e)that in approving the Company's entry into the 2024 Plan and the transactions contemplated by it, the directors of the Company were acting in the best interests of the Company and for a proper purpose;
(f)that words and phrases used in the Post-Effective Amendment have the same meaning and effect as they would if the Post-Effective Amendment was governed by Jersey law;
(g)that no other event occurs after the date hereof which would affect the opinions herein stated;
(h)that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder; and
(i)there have been no amendments to the COBO Consents.
4.Opinion
As a matter of Jersey law, and on the basis of and subject to the foregoing and the qualifications below, we are of the opinion that the Shares, when issued pursuant to the terms of the 2024 Plan, will be validly issued, fully paid and non-assessable.
5.Qualifications
This Opinion is subject to the following qualification, namely that the obligations of the Company under, or in respect of, the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights.
6.Governing Law, Limitations, Benefit and Disclosure
6.1 This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.
6.2 This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.
6.3 We assume no obligation to advise you (to any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinions expressed herein.
6.4 We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Post-Effective Amendment and to reference to us being made therein. In giving this consent, we do not 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 promulgated by the US Securities and Exchange Commission under the Securities Act.
Yours faithfully
Ogier (Jersey) LLP
