Exhibit 5.1
Partner
Contact
Our ref | David Josselsohn
David Josselsohn
T +61 2 9263 4127
djosselsohn@gtlaw.com.au
DXJ:DXJ:1052775 | 
L 35, Tower Two, International Towers Sydney 200 Barangaroo Avenue, Barangaroo NSW 2000 AUS T +61 2 9263 4000 F +61 2 9263 4111 www.gtlaw.com.au |
20 October 2023
Vast Renewables Limited (ACN 136 258 574) (Vast)
226 Liverpool Street
Darlinghurst NSW 2010
Dear Sir/Madam
Registration Statement on Form F-4
We have been retained as Australian legal advisers to Vast, a company which is incorporated in Australia, in connection with its filing of a registration statement on Form F-4 on 18 May 2023 (as amended through the date hereof, the Registration Statement) under the U.S. Securities Act of 1933, as amended (Securities Act), with the U.S. Securities and Exchange Commission (the Exchange Commission).
Vast, Nabors Energy Transition Corp., a Delaware corporation (NETC), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Vast, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company, and Nabors Industries Ltd., a Bermuda exempted company, are parties to a Business Combination Agreement dated 14 February 2023 (the Business Combination Agreement, and the transactions contemplated thereby, the Business Combination).
The Registration Statement relates to the issuance by Vast, pursuant to the Business Combination Agreement, of up to 44,280,641 fully paid ordinary shares in the capital of Vast (Ordinary Shares) with a nominal value of USD$10.20 per share (the New Shares) and the assumption of up to 27,530,000 warrants which will entitle warrant holders on exercise of a warrant to acquire one Ordinary Share (Warrants).
In connection with the opinions in this letter, we have reviewed:
| (a) | a copy of the Registration Statement; |
| (b) | a copy of the certificate of registration of Vast; |
| (c) | a copy of the constitution of Vast as at the date of this letter; |
| (d) | a copy of the constitution of Vast that, pursuant to the Business Combination Agreement, is proposed to be adopted upon closing of the Business Combination; |
| (e) | a copy of the written resolutions of the directors of Vast dated 13 February 2023 authorising the execution of the Business Combination Agreement, the consummation of the Business Combination and the issue of the New Shares (Board Resolutions); |
| (f) | the results of a search conducted on the date of this letter at 10:50am (Sydney time) of the Australian Securities and Investments Commission (ASIC) database for Vast (ASIC Search); and |
| (g) | such other instruments, agreements, certificates, minutes and other documents we deem necessary in order to give the opinions expressed below. |
We have also considered such questions of law as we have considered relevant or necessary in order to give the opinions expressed below.
Subject to the assumptions and qualifications set out in Schedule 1 and elsewhere in this letter, and subject further to the following:
| (a) | the Registration Statement, as finally amended, having become effective under the Securities Act (and on the assumption that it will remain effective at the time of closing of the Business Combination and the issuance of any Ordinary Shares thereunder); |
| (b) | the Business Combination having been approved by the stockholders of NETC and all other actions, consents or orders necessary to implement the Business Combination pursuant to the Business Combination Agreement having been taken, received or made, as applicable; |
| (c) | the Board Resolutions remaining in full force and effect and not having been rescinded or amended; and |
| (d) | valid entries having been made in relation to the issue of the New Shares in the books and registers of Vast, |
we are of the opinion that:
| (e) | Vast has been duly incorporated and is validly registered and existing under the laws of the Commonwealth of Australia; |
| (f) | the New Shares, if and when issued as described in the Registration Statement, will be validly issued and fully paid and will not be subject to any call for payment of further capital; and |
| (g) | if and when the issuance of the Ordinary Shares issuable upon the exercise of any Warrants has been duly authorised by appropriate corporate action, the Warrants have been validly exercised and the Ordinary Shares have been duly issued, those Ordinary Shares will be validly issued and fully paid and will not be subject to any call for payment of further capital. |
The opinions in this letter:
| (a) | relate exclusively to the documents and transactions described in it; |
| (b) | are strictly limited to the matters stated in the opinion, and no opinion or belief is implied or may be inferred beyond the matters expressly stated in the opinion; |
| (c) | are addressed to and given for the benefit of Vast and may be relied upon by Vast and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This letter may not in any circumstance be: |
| (i) | relied upon, by any other person; or |
| (ii) | used in connection with any other transaction, |
without our prior written consent; and
| (d) | are given solely to matters governed by, and should be interpreted in accordance with, the laws of the Commonwealth of Australia as in force and as interpreted at 10:50am (Sydney time) on the date of this letter, and we have no obligation to inform you of any change in any relevant law occurring after that time. |
We express no opinion as to any laws or any matter relating to any laws other than the laws of Australia.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references therein to us. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, as amended.
Yours faithfully
Gilbert + Tobin
David Josselsohn
Partner
+61 2 9263 4127
djosselsohn@gtlaw.com.au
Schedule 1 – Assumptions and Qualifications
We have assumed (without making any investigation) that:
| (a) | with respect to all documents reviewed by us: |
| (i) | all signatures, sealings or markings are genuine; |
| (ii) | any individual, corporate entity or governmental authority signing, sealing or otherwise marking any of such documents had the requisite legal capacity at all relevant times to sign, seal or otherwise mark such documents; |
| (iii) | all documents submitted to us as originals are authentic and complete; |
| (iv) | all documents submitted to us as copies or as a reproduction (including facsimiles) conform to the authentic original documents; and |
| (v) | the corporate records of Vast are complete, true and accurate; |
| (b) | if we have reviewed a draft of a document rather than an executed copy, the document will be executed in the form of that draft; |
| (c) | Vast has disclosed to us all the information it and any of its officers and employees are aware of and which might affect our findings; |
| (d) | any documents and information given to us by Vast or any of its employees, officers, advisers, agents or representatives are accurate and complete; |
| (e) | all factual matters in all documents provided to us in connection with this opinion are true and correct; |
| (f) | each document reviewed by us has been validly executed by each entity expressed to be a party to it and the obligations of each party under each document reviewed by us are valid, blinding and (subject to the terms of each document) enforceable; |
| (g) | each party to a document reviewed by us, other than Vast, is validly registered and existing under the laws of its place of incorporation; |
| (h) | each party to a document reviewed by us has the power to enter into and perform its obligations under that document and has taken all necessary corporate and other action to authorise the execution, delivery and performance of that document in accordance with its terms; |
| (i) | the proposed constitution of Vast examined by us is adopted without amendment prior to the date of allotment and issue of the Ordinary Shares (Allotment Date); |
| (j) | the information disclosed by the ASIC Search conducted by us was complete, accurate and up to date as at the date of the ASIC Search, that the position has not changed since the time at which the ASIC Search was undertaken and that the result of the ASIC Search will remain complete and accurate at the Allotment Date; |
| (k) | Vast has complied with its reporting and filing obligations under all applicable laws; |
| (l) | each document reviewed by us in connection with this opinion: |
| (i) | is accurate, complete and up-to-date; |
| (ii) | has not been varied, amended or terminated; and |
| (iii) | has not been superseded by some other document or action of which we are not aware; |
| (m) | no material information or documents have been withheld from us, whether deliberately or inadvertently; and |
| (n) | the resolutions of the directors of Vast were dully passed as written resolutions of the directors of Vast, all constitutional, statutory and other formalities were duly observed and such resolution was duly adopted, and such resolution has not been revoked or varied and remains in full force and effect and will remain so at the Allotment Date. |
Our opinions in this letter are subject to the following qualifications and limitations:
| (a) | this opinion only relates to the laws in Australia in force at the date of this opinion and does not express or imply an opinion as to the laws of any other jurisdiction; |
| (b) | we are not able to comment on, and express no opinion on whether: |
| (i) | the information given to us for the purposes of this opinion is adequate; |
| (ii) | the documents given to us for the purposes of this opinion are complete; |
| (iii) | the documents given to us for the purposes of this opinion comprise all relevant documents; |
| (iv) | there is other information relevant to the matters referred to in this opinion; |
| (v) | all relevant documents and information have been correctly filed; or |
| (vi) | there are any other matters not brought to our attention which a reasonable person may consider material in relation to the matters referred to in this opinion; |
| (c) | we do not accept any responsibility for omissions or inaccuracies in this opinion resulting from documents or information not given to us; |
| (d) | we have relied on the ASIC Search and have not made any independent investigations or searches. We note that the records of ASIC available for public search may not be complete, accurate or up to date; and |
| (e) | if a person for whose benefit our opinion is given is actually aware of or believes there to be a false or misleading statement or an omission of the information requested to be provided to us in connection with the work performed by us in rendering this opinion, that person may not rely on this opinion in relation to that statement or omission and should seek legal advice on the specific matter concerned. |
