Exhibit 5.1
| | |
| Carey Olsen Jersey LLP |
| | 47 Esplanade |
| | St Helier |
| | Jersey JE1 0BD |
| | Channel Islands |
| | T +44 (0)1534 888900 |
| | F +44 (0)1534 887755 |
| | E jerseyco@careyolsen.com |
| | |
Our ref | GEC/SMK/1079774.0001 | |
| | |
Birkenstock Holding plc 47 Esplanade St. Helier Jersey JE1 OBD | 24 June 2024 |
Dear All
Birkenstock Holding plc (the "Company"): Registration of Shares under the U.S. Securities Act of 1933, as amended (the "Securities Act")
1.1We have acted as the Company’s Jersey legal advisers in connection with the Company’s registration statement on Form F-1 filed with the United States Securities and Exchange Commission (the "Commission") on the date hereof (including its exhibits, the "Registration Statement") related to the proposed registration under the Securities Act by the Company of 14,000,000 ordinary shares of no par value in the capital of the Company (the "Shares") and the sale by BK LC Lux MidCo S.à r.l. (the "Selling Shareholder") of such Shares and up to 2,100,000 additional Shares to be sold by the Selling Shareholder to cover the underwriters’ option to purchase additional Shares, if any, pursuant to the Underwriting Agreement (as defined below).
1.2The Company has asked us to provide this opinion in connection with the registration of the Shares under the Securities Act (the "Opinion").
1.3For the purposes of this Opinion, we have, with the Company’s consent, relied upon a certificate and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.
1.4.1"non-assessable" means, in relation to a Share, that the purchase price for which the Selling Shareholder agreed to sell that Share has been paid in full to the Selling Shareholder, so that no further sum is payable to the Selling Shareholder or its creditors by any holder of that Share solely because of being the holder of such Share;
1.4.2pursuant to the Underwriting Agreement, the Shares will be sold to the underwriters through the facilities of The Depository Trust Company for the respective account of the underwriters; and
Birkenstock Holding plc
24 June 2024
Page 2
1.4.3In paragraph 4.1.1 of this Opinion, "issued" means that the Shares have been issued in accordance with the Companies (Jersey) Law 1991, as amended (the "CJL"), and the Company's constitutional documents.
1.5We have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this Opinion, or that no material facts have been omitted therefrom, save as expressly set out herein.
2.1For the purposes of this Opinion we have examined and relied on the following:
2.1.1a copy of the Registration Statement;
2.1.2minutes recording the resolutions of the board of directors of the Company passed on 23 May 2024 at a meeting of the board of directors at which the directors (among other things) approved the Registration Statement;
2.1.3a form of underwriting agreement to be entered into among the Company, BK LC Lux Midco S.à r.l., as selling shareholder, and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC for themselves and as representatives of the several underwriters (the "Underwriting Agreement");
2.1.4the Company’s certificate of continuance dated 25 April 2023;
2.1.5the Company’s memorandum and articles of association as in force as at the date of this Opinion;
2.1.6a consent in connection with the Registration Statement issued to the Company by the Jersey Financial Services Commission pursuant to the Companies (General Provisions) (Jersey) Order 2002, as amended, dated 20 June 2024;
2.1.7certificate of a director of the Company;
2.1.8the registers of directors and secretary of the Company;
2.1.9a consent to issue shares dated 25 April 2023 issued to the Company by the Jersey Financial Services Commission under the Control of Borrowing (Jersey) Order 1958; and
2.1.10the Company’s register of members dated the date of this Opinion.
2.2We have not examined or relied on any other documents for the purpose of this Opinion.
3.1For the purposes of giving this Opinion we have relied on the following assumptions:
3.1.1the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;
3.1.2that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;
Birkenstock Holding plc
24 June 2024
Page 3
3.1.3the 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 had been given as of the date hereof;
3.1.4that the directors have not exceeded any applicable allotment authority conferred on the directors by the shareholders;
3.1.5that there is no provision of any law (other than Jersey law) that would affect anything in this Opinion;
3.1.6that no event occurs after the date hereof which would affect the opinions herein stated;
3.1.7that the Selling Shareholder has received or will receive in full the consideration for which the Selling Shareholder agreed to sell the relevant Shares;
3.1.8the Underwriting Agreement will be duly executed and delivered;
3.1.9each person named as a member of the Company in the register of members has agreed to become a member of the Company;
3.1.10the Company is not carrying on a business that is regulated by Jersey law so that it is (or ought to be) subject to the terms of one or more other consents, licences, permits or equivalent under such regulatory legislation; and
3.1.11that each of the above assumptions is accurate at the date of this Opinion, and has been accurate at all other relevant times.
3.2We have not independently verified the above assumptions.
4.1As a matter of Jersey law, and based on, and subject to, the foregoing and the qualifications mentioned below, we are of the opinion that:
4.1.1the Shares to be sold by the Selling Shareholder pursuant to the Underwriting Agreement have been validly issued and are fully paid; and
4.1.2when the Shares have been sold, delivered against payment in accordance with the terms of the Underwriting Agreement and registered in the register of members of the Company, the Shares will be validly issued, fully paid and non-assessable.
5.1Our Opinion is subject to any matter of fact not disclosed to us.
5.2This Opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this Opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this Opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this Opinion.
Birkenstock Holding plc
24 June 2024
Page 4
5.3The register of members of a Jersey company is prima facie evidence of any matters which are by the CJL directed or authorised to be inserted in it. The CJL requires that the register of members of a Jersey company includes, amongst other things, the name and address of every member and, where he or she is a member because he or she holds shares in the company, the number of shares held by the member and, in the case of shares which are not fully paid, the amount remaining unpaid on each share.
6.governing law, limitations, benefit and disclosure
6.1This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.
6.2We assume no obligation to advise you (or 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 this Opinion that might affect the opinions expressed herein.
6.3This Opinion is addressed to the Company in connection with the sale and registration of the Shares under the Securities Act.
6.4We consent to the filing of a copy of this Opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made on the cover page and in the paragraph of the Registration Statement headed "Legal Matters." 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 Commission under the Securities Act.
Yours faithfully
/s/ Carey Olsen Jersey LLP
Carey Olsen Jersey LLP
