Exhibit 5.1
March 3, 2023
Viatris, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Viatris Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 5,317,073 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable pursuant to (a) the Oyster Point Pharma, Inc. 2016 Equity Incentive Plan (the “2016 Plan”); (b) the Oyster Point Pharma, Inc. 2019 Equity Incentive Plan (the “2019 Plan”); and (c) the Oyster Point Pharma, Inc. 2021 Inducement Plan (the “2021 Plan”, and together with the 2016 Plan and the 2019 Plan, the “Plans”, which Plans were assumed by the Company pursuant to an Agreement and Plan of Merger, by and among the Company, Iris Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Oyster Point Pharma, Inc., a Delaware corporation).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Amended and Restated Certificate of Incorporation of the Company; (b) the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company; (c) the Amended and Restated Bylaws of the Company; (d) certain resolutions adopted by the Compensation Committee of the Board of Directors of the Company; and (e) the Plans. In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We have relied, with respect to factual matters, on statements of public officials and officers and other representatives of the Company.
Based on the foregoing and subject to the qualifications set forth herein, and subject to compliance with applicable state securities laws, we are of the opinion that the Shares, when and if issued pursuant to the terms of the applicable Plan, will be validly issued, fully paid and non-assessable.
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.
