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Exhibit 5.1

 

 

BeOne Medicines Ltd.
c/o BeOne Medicines I GmbH
Aeschengraben 27
21st Floor
4051 Basel
Switzerland
Homburger AG
Prime Tower
Hardstrasse 201
CH-8005 Zürich

homburger.ch
+41 43 222 10 00
   
May 27, 2025    

 

BeOne Medicines Ltd. (f/k/a BeiGene, Ltd.) / Form S-4 Post-Effective Amendment No. 1

 

We have acted as special Swiss counsel to BeOne Medicines Ltd., a company limited by shares pursuant to Article 620 et seq. of the Swiss Code of Obligations of March 30, 1911, as amended, incorporated under the laws of Switzerland (the Company), in connection with (a) its change of jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation (the Continuation) under Section 206 of the Companies Act of the Cayman Islands, as amended, and Article 161 of the Swiss Federal Act on Private International Law of December 18, 1987, as amended, and (b) the filing of the Post-Effective Amendment No. 1 (the Amendment) to the Registration Statement on Form S−4 (Registration No. 333-281324), as amended, (the Registration Statement), which was initially filed with the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Act) by BeiGene, Ltd., formerly an exempted company with limited liability incorporated in the Cayman Islands, with registered offices at c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands (BeiGene Cayman), prior to the effectiveness of the Continuation (the Effective Time). The Company is filing the Amendment to expressly adopt the Registration Statement as its own for all purposes of the Act and the Securities Exchange Act of 1934, as amended, and to reflect the completion of the Continuation.

 

As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

 

 

 

 

 

 

 

 

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Documents (as defined below).

 

I.Basis of Opinion

 

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any other document referred to in any of the Documents or any other matter.

 

For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances that are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

 

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

 

For purposes of this opinion, we have only reviewed the following documents (collectively, the Documents):

 

1.an electronic copy of the Amendment in the form to be filed on May 27, 2025 under the Act;

 

2.an electronic copy of the Registration Statement in the form when it was declared effective by the SEC;

 

3.an electronic copy of the minutes of the shareholder resolutions passed at the extraordinary general meeting of shareholders of BeiGene Cayman, held on April 28, 2025, resolving on, inter alia, the Continuation and adoption of the Articles (as defined below) (the Shareholders’ Resolutions);

 

4.an electronic copy of the articles of association (Statuten) of the Company in their version dated April 28, 2025, legalized by a notary public of the Canton of Zug on May 21, 2025 (the Articles);

 

5.an electronic copy of the organizational regulations (Organisationsreglement) of the Company effective as of May 27, 2025, as approved under the unanimous written resolutions of the board of directors of BeiGene Cayman (the Board) dated as of January 20, 2025 (the Organizational Regulations);

 

6.an electronic copy of the report issued by Ernst & Young AG dated May 22, 2025, confirming that the Company's share capital is fully covered (the Report);

 

7.an electronic copy of a certified excerpt from the commercial register of the Canton of Basel-City, Switzerland, of the Company, dated as of May 27, 2025 (the Commercial Register Excerpt); and

 

8.electronic copies of the (a) minutes of a telephonic meeting of the Board duly convened on August 6, 2024, approving, inter alia, the Continuation, and (b) unanimous written resolutions of the Board passed on January 20, 2025 and May 27, 2025, approving, inter alia, various matters related to the Continuation (the Board Resolutions).

 

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II.Assumptions

 

In rendering the opinion below, we have assumed the following:

 

1.all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;

 

2.all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic signatures on any such document have been affixed thereto by the individual to whom such electronic signature belongs and such individual has saved and submitted such document as so electronically signed in such a manner so as to prevent removal or other alteration of such signature;

 

3.all factual information contained in the Amendment is true and accurate;

 

4.the Amendment will be duly filed by the Company;

 

5.(a) the Commercial Register Excerpt and the Report are correct, complete, and up-to-date as of the date hereof, and (b) the Articles and the Organizational Regulations are in full force and effect and have not been amended subsequent to the date of this opinion;

 

6.prior to the Effective Time, BeiGene Cayman was duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands;

 

7.all resolutions of the Board and BeiGene Cayman's shareholders necessary to effect the Continuation, including the Shareholders’ Resolutions and Board Resolutions, (a) were duly passed in the manner set forth in the BeiGene Cayman’s then-effective memorandum of association and articles of association (the BeiGene Cayman MOA and Articles) and pursuant to the laws of Cayman Islands, (b) are in full force and effect, (c) are valid and enforceable under the laws of the Cayman Islands, and (d) have not been amended, revoked, or superseded;

 

8.the laws of the Cayman Islands permit BeiGene Cayman to effect the Continuation without liquidation and reincorporation of BeiGene Cayman, and BeiGene Cayman satisfied all requirements of the laws of the Cayman Islands with respect to the Continuation;

 

9.all of the ordinary shares of BeiGene Cayman at the relevant par value (the Cayman Shares) issued immediately prior to the Effective Time were duly and validly issued under the BeiGene Cayman MOA and Articles and the laws of the Cayman Islands, and were fully paid up and non-assessable; and

 

10.BeiGene Cayman was effectively and validly de-registered from the Cayman Islands Registrar of Companies as of the Effective Time, in accordance with the applicable laws of the Cayman Islands.

 

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III.Opinion

 

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

 

1.The Company is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland, with all requisite corporate power and authority to enter into, perform, and conduct its business as described in the Articles.

 

2.All of the issued Cayman Shares as of immediately preceding the Effective Time, upon registration of the Company in the commercial register of Basel, Canton of Basel-City, Switzerland, at the Effective Time, by operation of law, continue to be an equal number of duly and validly issued, fully paid-up (as to their nominal value) and non-assessable registered shares of the Company as a corporation (Aktiengesellschaft) with registered office in Switzerland, each with a nominal value equal to the par value of each of the Cayman Shares as of immediately preceding the Effective Time.

 

IV.Qualifications

 

1.The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only, based on our independent professional judgment. We express no opinion regarding the applicability or effect of the laws of any other jurisdiction concerning the matters covered herein.

 

2.When used in this opinion, the term “non-assessable” means that no further contributions have to be made to the nominal share capital of the Company by the relevant holder of the registered shares of the Company.

 

3.The opinion set forth herein is limited to the specific matters addressed and no other opinions are expressed or may be implied or inferred.

 

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We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.

 

We hereby consent to the filing of this opinion as an exhibit to the Amendment. In giving such consent, we neither hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the SEC thereunder, nor thereby admit that we are experts with respect to any part of the Registration Statement, as amended by the Amendment, within the meaning of the term “expert” as used in the Act or the rules and regulations promulgated thereunder.

 

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

 

Sincerely yours,

 

/s/ Homburger AG  

 

HOMBURGER AG

 

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