EX-5.1 4 tmb-20230531xex5d1.htm EX-5.1

Exhibit 5.1

Graphic

Dentons Canada LLP

1, Place Ville Marie, Suite 3900

Montréal, QC, Canada H3B 4M7

dentons.com

November 9, 2023

VISION MARINE TECHNOLOGIES INC.

730 Boulevard du Curé-Boivin

Boisbriand, Québec J7G 2A7

Attention: Board of Directors

Dear Sirs:

Re:

Vision Marine Technologies Inc.
Registration Statement on Form F-1

We have acted as special legal counsel to Vision Marine Technologies Inc., a Québec corporation (the Company), in connection with the Companys Registration Statement on Form F-1 (as amended and supplemented to date, the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Securities Act), under which the Company offered (the Offering) (i) an aggregate of up to US$15,000,000 of shares of the Companys common shares, without par value (the Common Shares), plus an additional US$2,250,000 of Shares pursuant to an over-allotment option granted to the Underwriter (collectively, the Shares) and (ii) warrants (the Warrants) to purchase Common Shares (the Warrant Shares which, together with the Shares and the Warrants are hereby collectively referred to as the Securities) in an amount equal to 5.0% of the Shares sold in the Offering. The Securities are to be sold pursuant to an Underwriting Agreement (the Agreement) to be entered into between the Company and Joseph Gunnar & Co., LLC as described in the Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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 Companys 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 Prospectus) contained therein;

Zaanouni Law Firm & Associates LuatViet Fernanda Lopes & Associados Guevara & Gutierrez Paz Horowitz Abogados Sirote Adepetun Caxton-Martins Agbor & Segun Davis Brown East African Law Chambers For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms


Graphic

November 9, 2023

dentons.com

Page 2

(ii)

The Companys Articles of Incorporation (as amended), by-laws, records of the Companys corporate proceedings relating to the Securities; and

(iii)

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 (i) the Shares have been duly authorized, validly issued, and, upon the payment of the consideration therefor, are fully paid and non-assessable (ii) the Warrants have been duly authorized and, when issued in accordance with and in the manner described in the Registration Statement and the Agreement, will be validly issued and (iii) the Warrant Shares have been duly authorized, and, when issued and paid for upon exercise of the Warrants as contemplated by the Warrants, will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the use of our firms name in the section of the Registration Statement and the Prospectus entitled Legal


Graphic

November 9, 2023

dentons.com

Page 3

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.

Yours truly,

/s/ Dentons Canada LLP