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EXHIBIT 5.1
Mark A. Trachuk
Direct Dial: (416) 862-4749
[email protected]
Our Matter Number: 1015544
September 25, 2000
SENT BY COURIER
Hydrogenics Corporation
100 Caster Avenue
Woodbridge, Ontario
L4L 5Y9
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM F-1
At your request, we have examined Amendment No. 2 to the registration statement
on Form F-1 filed pursuant to the United States Securities Act of 1933, as
amended (the "Securities Act"), by Hydrogenics Corporation, a corporation
incorporated under the laws of Canada (the "Company"), with the United States
Securities and Exchange Commission (the "SEC") on September 25, 2000 (the
"Registration Statement") relating to the registration under the Securities Act
of up to 8,050,000 common shares of the Company without par value (the
"Shares"), including authorized but unissued Shares being offered by the Company
(including Shares subject to the underwriters' over-allotment option). The
Shares are to be sold to the underwriters named in the Registration Statement
for resale to the public.
EXAMINATIONS
In connection with this opinion letter, we have examined the following:
(a) a certified copy of a resolution of the board of directors of
the Company dated September 11, 2000 and a certified copy of a
resolution of the shareholders of the Company dated September
11, 2000 (collectively, the "Resolutions") authorizing the
issuance of the Shares; and
(b) the Company's registration statement on Form F-1 (the "Initial
Registration Statement") filed on July 31, 2000, together with
all amendments thereto and the Registration Statement.
We have also examined the articles of incorporation of the Corporation, the
amended and restated unanimous shareholders agreement among its shareholders,
its books and records, such other records and documents provided to us and such
statutes, regulations and other public and
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corporate records of the Company, and considered such questions of law, as we
have considered relevant and necessary for the purposes of the opinion expressed
below.
RELIANCE AND ASSUMPTIONS
For the purposes of the opinion expressed below, we have assumed:
(a) the genuineness of all signatures on each document that we
have examined;
(b) the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents
submitted to us as copies, whether photostatic, telecopied or
otherwise;
(c) the legal power, capacity and authority of all persons signing
any such documents;
(d) such documents continue to be in full force and effect and are
unamended as of the date hereof; and
(e) the following corporate actions have been duly completed:
(i) articles of amendment of the Company, in the form
authorized and approved by the Resolutions, shall
have been filed and become effective pursuant to the
provisions of the Canada Business Corporations Act;
and
(ii) the adoption of appropriate resolutions by a pricing
committee of the Board of Directors of the Company.
OPINION
Based upon and relying on the foregoing assumptions and subject to the following
qualification and limitation, we are of the opinion that:
1. The Shares to be offered and sold by the Company pursuant to the
Registration Statement have been duly allotted for issuance and, upon
the receipt of the consideration therefor, will be validly issued and
outstanding as fully paid and non-assessable.
QUALIFICATION
The foregoing opinion is subject to the qualification that we are solicitors
qualified to practice law solely in the Province of Ontario and we express no
opinion as to any laws or any matters
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governed by any laws other than the laws of the Province of Ontario and the
federal laws of Canada applicable therein.
LIMITATION
This opinion is intended solely for the Company's use in connection with the
filing of the Registration Statement with the SEC and may not be relied upon by
any other person or in connection with any other transaction, or quoted from or
referred to in any other documents without our prior written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement and any amendments thereto and further consent to the reference to our
firm set forth under the caption "Legal Matters" in the prospectus included in
the Registration Statement.
Yours very truly,
/s/ Osler, Hoskin & Harcourt LLP
MAT/FJT/yn
