EX-5.1 2 tm2129373d2_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

	A&L Goodbody Solicitors	Dublin
	International Financial Services Centre	Belfast
	25-28 North Wall Quay, Dublin 1	London
	D01 H104	New York
	T +353 1 649 2000	San Francisco
	Dx: 29 Dublin \| www.algoodbody.com	Palo Alto

Date	8 October 2021

Our Ref	01433316

Nabriva Therapeutics plc

25-28 North Wall Quay

Dublin 1

Ireland

Re: Registration Statement on Form S-1

Dear Sirs

We are acting as Irish counsel to Nabriva Therapeutics plc (the Company), a public limited company incorporated under the laws of Ireland (registered number 599588), in connection with a registration statement on Form S-1 filed by the Company, on 8 October 2021, with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act) (the Registration Statement) and the prospectus contained therein for the registration of an aggregate of 17,632,474 ordinary shares, par value $0.01 per share, of the Company (Ordinary Shares) that have been or may be issued to Lincoln Park Capital Fund, LLC (Selling Shareholder) pursuant to that certain Purchase Agreement, dated as of 24 September 2021, by and between the Company and the Selling Shareholder (the Purchase Agreement). All of the Ordinary Shares are being registered for resale on behalf of the Selling Shareholder. The Ordinary Shares consist of 632,474 Ordinary Shares that were issued to the Selling Shareholder on September 27, 2021 (the Commitment Shares) and up to 17,000,000 Ordinary Shares (the Purchase Shares, and, together with the Commitment Shares, the Shares) that may be issued to the Selling Shareholder pursuant to the Purchase Agreement.

In connection with this Opinion, we have examined and relied upon copies of:

the Registration Statement;

the Purchase Agreement; and

copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed.

In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, all such corporate records, documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches on 8 October 2021 (being the last practicable date on which searches could be conducted) in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed:

that the memorandum and articles of association of the Company as adopted on 23 June 2017, and as amended on 2 December 2020 and 28 July 2021, and as are available in the Irish Companies Registration Office (CRO) as at the date of this Opinion are correct and up to date;

CE Gill • JG Grennan • PD White • VJ Power • LA Kennedy • SM Doggett • B McDermott • PV Maher • S O’Riordan • MP McKenna • KA Feeney • M Sherlock • E MacNeill • KP Allen EA Roberts • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • AC Burke • D Widger • C Christle • S O’Croinin • JW Yarr • DR Baxter • A McCarthy • JF Whelan • JB Somerville MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty M O’Brien • L Mulleady • K Ryan • E Hurley • G Stanley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin • J Williams • A O’Beirne • J Dallas SM Lynch • M McElhinney • C Owens • AD Ion • K O'Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • D Berkery • K O'Shaughnessy • S O'Connor SE Murphy • D Nangle • L Butler • A Lawler • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • LM Byrne • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan R O'Driscoll • B O'Malley

Consultants: SW Haughey • Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan • C Duffy

that, at the time of the issuance of the Shares or any of them, a sufficient number of ordinary shares in the capital of the Company will be authorised and available for issuance by the Company’s board of directors (the Board) pursuant to the Company’s memorandum and articles of association;

that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Purchase Agreement;

that none of the resolutions and authorities of the Board, any committee of the Board and/or shareholders of the Company upon which we have relied have been or will be varied, amended or revoked in any respect or have expired and that the Purchase Shares will be issued in accordance with such resolutions and authorities;

where the Purchase Agreement has been executed on behalf of the Company using a software platform that enables an advanced electronic signature or a qualified electronic signature to be applied to that agreement, that each such signature was applied under the authority and control of the relevant signatory;

the accuracy and completeness of all information appearing on public records;

that the Registration Statement and/or the Purchase Agreement do not constitute (and are not intended/required to constitute) a prospectus within the meaning of Part 23 of the Irish Companies Act 2014 and to the extent that any offer of Shares is being made to investors in any member state of the European Union, the Company is satisfied that the obligation to propose and publish a prospectus pursuant to Irish prospectus law, or in particular pursuant to the European Union (Prospectus) Regulations 2019, does not arise; and

the absence of fraud on the part of the Company and its respective officers, employees, agents and advisers, and that the Company will issue the Shares in good faith, for its legitimate and bona fide business purposes. We have further assumed that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Shares; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Shares; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Shares; and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Shares.

Subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that (1) the Commitment Shares are duly authorised, validly issued, fully paid and are not subject to calls for any additional payments (non-assessable) and (2) the Purchase Shares are duly authorised and, when issued in accordance with the terms and conditions of the Purchase Agreement, will be validly issued, fully paid and will not be subject to calls for any additional payments (non-assessable).

The opinions set forth in this Opinion are given subject to the qualification that the Company is authorised to issue up to 100,000,000 of its ordinary shares for cash on a non pre-emptive basis, which authority is due to expire on 23 June 2022. As of the date of this Opinion, 33,942,239 of the 100,000,000 ordinary shares remain unissued or unreserved and are therefore available for issuance up to 23 June 2022.

In rendering this Opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.

This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.

This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.

We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement and to the use of our name therein under the caption “Legal Matters”.

The Opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully

/s/ A&L Goodbody LLP

A&L Goodbody LLP