EX-5.1 3 tm2424159d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

Dentons Canada LLP
1, Place Ville Marie, bureau 3900
Montréal (Québec) Canada H3B 4M7

 

dentons.com

 

September 16, 2024

 

VISION MARINE TECHNOLOGIES INC.

730 Boulevard du Curé-Boivin

Boisbriand, Québec J7G 2A7

Canada

 

Attention: Board of Directors

 

Re: Vision Marine Technologies Inc.
Registration Statement on Form F-3  

 

Dear Sirs:

 

We have acted as special legal counsel to Vision Marine Technologies Inc., a Québec corporation (the “Company”), in connection with the Company’s Registration Statement on Form F-3 (as amended and supplemented to date, the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, dated as of September 16, 2024, (the “Prospectus Supplement”), under which the Company (i) offered and sold 3,400,000 (the “Shares”) of Voting Common Shares of the Company (the “Common Shares”), and (ii) issued warrants (the “Placement Agent’s Warrants”) to ThinkEquity LLC (the “Placement Agent”) and/or its designees for the purchase of 170,000 Common Shares (the “Warrant Shares”), representing 5% of the Shares purchased on the Closing, for an aggregate purchase price of $100.00. The Shares, the Placement Agent’s Warrants and the Warrant Shares are hereby collectively referred to as the “Securities”. The Securities are to be sold pursuant to a Placement Agency Agreement dated September 13, 2024 (the “Placement Agency Agreement”) between the Company and the Placement Agent. This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K.

 

This opinion letter is limited to the laws, including the rules and regulations, as in effect on the date hereof. We undertake no responsibility to monitor the Company’s future compliance with applicable laws, rules or regulations of the Commission or other governmental body. In connection with this opinion, we have reviewed and relied upon the following:

 

(i)The Registration Statement including the prospectus (the “Base Prospectus”) contained therein;

 

(ii)The Prospectus Supplement (the Prospectus Supplement and the Base Prospectus are collectively referred to herein as the “Prospectus”);

 

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  September 16, 2024
Page 2
dentons.com

 

(iii)The Company’s Articles of Incorporation (as amended), by-laws, records of the Company’s corporate proceedings relating to the Shares; and

 

(iv)Such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

 

With respect to the foregoing documents, we have assumed:

 

(a)the authenticity of all records, documents, and instruments submitted to us as originals;

 

(b)the genuineness of all signatures on all agreements, instruments and other documents submitted to us;

 

(c)the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments or other documents submitted to us;

 

(d)the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as copies;

 

(e)that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct; and

 

(f)the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company).

 

We have also obtained from officers of the Company certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independent investigation.

 

Our opinion is limited to law of the Province of Québec, including all applicable provisions of the Business Corporations Act (Québec) (the “Business Corporations Act”), and the federal laws of Canada applicable in the Province of Québec. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company. In particular, we express no opinion as to United States federal securities laws.

 

Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized, validly issued, and are fully paid and non-assessable.

 

We hereby consent to the inclusion of this opinion as an exhibit to a Report on Form 6-K and to the use of our firm’s name in the section of the Registration Statement and the Prospectus entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.

 

 

 

 

  September 16, 2024
Page 3
dentons.com

 

  Yours truly,
   
  Dentons Canada LLP
   
  /s/ Dentons Canada LLP
   
  Charles R. Spector
  Partner
   
JBR/