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Exhibit 5.1

 

 

Osler, Hoskin & Harcourt LLP

Box 50, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1B8
416.362.2111 MAIN

416.862.6666 FACSIMILE

    

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Toronto

 

Montréal

 

Calgary

 

Ottawa

 

Vancouver

 

New York

 

August 2, 2023

 

Bausch + Lomb Corporation

520 Applewood Crescent

Vaughan, Ontario

L4K 4B4

 

Dear Sirs/Mesdames:

 

Re:  Bausch + Lomb Corporation 2022 Omnibus Incentive Plan – Registration Statement on Form S-8

 

We have acted as Canadian counsel to Bausch + Lomb Corporation (the “Corporation”), a corporation governed by the Canada Business Corporations Act, in respect of certain amendments to the Corporation’s 2022 Omnibus Incentive Plan, as amended and restated effective as of April 24, 2023 (the “Plan”). We understand that the Corporation intends to file a Registration Statement on Form S-8 with exhibits thereto (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, relating to the registration of an additional 10,000,000 common shares in the capital of the Corporation (the “Common Shares”) which may be issued from treasury by the Corporation pursuant to the Plan.

 

We have examined the Registration Statement, the Plan and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinion hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Corporation.

 

In reviewing the foregoing documents and in giving this opinion, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies.

 

We are qualified to practice law in the Province of Ontario and this opinion is rendered solely with respect to the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

 

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On the basis of the foregoing, we are of the opinion that, when the Common Shares shall have been issued and sold pursuant to the terms of the Plan and the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Yours very truly,

 

(signed) Osler, Hoskin & Harcourt LLP

 

Osler, Hoskin & Harcourt LLP

 

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