Attachment: S-4/A


EX-5.1

Exhibit 5.1

 

   650 Town Center Drive, 20th Floor
   Costa Mesa, California 92626-1925
   Tel: +1.714.540.1235 Fax: +1.714.755.8290
   www.lw.com   
LOGO    FIRM / AFFILIATE OFFICES
   Beijing    Moscow
   Boston    Munich
   Brussels    New York
   Century City    Orange County
   Chicago    Paris
September 22, 2021    Dubai    Riyadh
   Düsseldorf    San Diego
   Frankfurt    San Francisco
   Hamburg    Seoul
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
Bioventus Inc.    Los Angeles    Tokyo
4721 Emperor Boulevard, Suite 400    Madrid    Washington, D.C.
Durham, North Carolina 27703    Milan   

 

Re:

Registration Statement on Form S-4; Shares of common stock, par value $0.001 per share, of Bioventus Inc.

Ladies and Gentlemen:

We have acted as counsel to Bioventus Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 18,322,984 shares of Class A Common Stock, par value $0.001 per share, of the Company (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of July 29, 2021 (the “Merger Agreement”), by and among the Company, Oyster Merger Sub I, Inc., Oyster Merger Sub II, LLC and Misonix, Inc. (“Misonix”). The Shares are included in a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 8, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


September 22, 2021

Page 2

 

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Misonix stockholders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement and the Merger Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

In rendering the foregoing opinion, we have assumed that (i) prior to the delivery of any Shares, the Registration Statement will have been declared effective under the Act and that the registration will apply to all of the Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Shares, and (ii) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP


EX-8.1

Exhibit 8.1

 

LOGO

51 LOUISIANA AVENUE, N.W• WASHINGTON, DC 20001.2113

TELEPHONE: +1.202.879.3939 • JONESDAY.COM

September 22, 2021

Misonix Inc.

1938 New Highway

Farmingdale, New York 11735

Ladies and Gentlemen:

We have acted as counsel to Misonix Inc. (“Misonix”), a Delaware corporation, in connection with the proposed Mergers to be undertaken by Misonix, Bioventus Inc. (“Parent”), a Delaware corporation, Oyster Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Oyster Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger dated as of July 29, 2021 (the “Merger Agreement”), and the preparation and filing with the Securities and Exchange Commission of the registration statement on Form S-4, filed September 22, 2021, related to the Mergers (the “Registration Statement”). This opinion letter is being delivered in connection with, and appears as an exhibit to, the Registration Statement. Any capitalized terms used but not defined herein have the meaning given to such terms in the Merger Agreement.

In providing our opinion, we have examined and relied on the Merger Agreement, the Registration Statement, the statements and representations made by Parent and Misonix in their respective officer’s certificates dated as of the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”), and such other documents as we have deemed necessary or appropriate for purposes of this opinion. In addition, we have assumed that (i) the Mergers and related transactions will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement (and no transaction or condition described therein will be waived by any party), (ii) the statements concerning the Mergers and related transactions and the parties thereto set forth in the Merger Agreement and in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including, and thereafter where relevant, the effective time of each transaction contemplated by the Merger Agreement, (iii) the statements and representations made in the Officer’s Certificates are true, complete and correct and will remain true, complete and correct at all times up to and including, and thereafter where relevant, the effective time of each transaction contemplated by the Merger Agreement, (iv) any such statement or representation set forth in the Merger Agreement, the Registration Statement or the Officer’s Certificates that is qualified by belief, knowledge, intention, materiality or any comparable or similar qualification, is and will be true, complete and correct as if made without such qualification, (v) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity, (vi) the parties to the Merger Agreement and their respective subsidiaries will treat the transactions for U.S. federal income tax purposes in a manner consistent with this opinion, (vii) such parties have

 

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DETROIT DUBAI • DSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • SAN DIEGO • SAN FRANCISCO SÃO PAULO • SAUDI ARABIA • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON


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complied with and will continue to comply with the obligations, covenants and agreements contained in the Merger Agreement, (viii) all applicable reporting requirements have been or will be satisfied and (ix) there will be no change in applicable U.S. federal income tax law from the date hereof through the effective time of each transaction contemplated by the Merger Agreement. If any of the above described assumptions is untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Merger Agreement, the Registration Statement, or the Officer’s Certificates, this opinion may be adversely affected. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Based upon and subject to the foregoing and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we hereby confirm that, subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement, the discussion set forth in the Registration Statement under the caption “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE FIRST MERGER AND THE SECOND MERGER—U.S. HOLDERS— U.S. Federal Income Tax Consequences of the First Merger and the Second Merger to U.S. Holders of Shares of Misonix Common Stock” insofar as such discussion contains statements of U.S. federal income tax law, constitutes our opinion as to the material U.S. federal income tax consequences of the Mergers to U.S. holders (as defined in the Registration Statement).

We express no opinion on any issue relating to the tax consequences of any transactions contemplated by the Merger Agreement or the Registration Statement other than the opinion set forth above. Our opinion set forth above is based on the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Mergers, or any inaccuracy in the statements, facts, assumptions and representations on which we have relied may affect the validity of the opinion set forth herein. We assume no responsibility to inform Misonix of any such change or inaccuracy that may occur or come to our attention. In addition, our opinion is being delivered prior to the consummation of the Mergers and therefore is prospective and dependent on future events.

This opinion is furnished to you solely in connection with the Registration Statement and this opinion is not to be relied upon for any other purpose. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

 

Very truly yours,
/s/ Jones Day

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 26, 2021, with respect to the financial statement of Bioventus Inc. contained in the Registration Statement and Joint Proxy Statement/Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Joint Proxy Statement/Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Raleigh, North Carolina

September 22, 2021


EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 26, 2021, with respect to the consolidated financial statements of Bioventus LLC contained in the Registration Statement and Joint Proxy Statement/Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Joint Proxy Statement/Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Raleigh, North Carolina

September 22, 2021


EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Bioventus Inc. of our report dated August 16, 2019, except for the effects of disclosing net loss per unit information discussed in Note 13 and the effects of discontinued operations discussed in Note 16 to the consolidated financial statements, as to which the date is October 6, 2020, relating to the financial statements of Bioventus LLC, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina

September 22, 2021


EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated September 2, 2021, relating to the financial statements of Misonix, Inc, appearing in the Annual Report on Form 10-K of Misonix, Inc. for the year ended June 30, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Jericho, New York

September 22, 2021


EX-99.1

Exhibit 99.1

Consent of Perella Weinberg Partners LP

We hereby consent to the use in Amendment No. 1 to the Registration Statement of Bioventus Inc. on Form S-4 and in the Joint Proxy Statement/Prospectus of Bioventus Inc. and Misonix, Inc., which is part of the Registration Statement, filed on September 8, 2021 (the “Registration Statement”), of our opinion dated July 29, 2021 appearing as Annex B to such Joint Proxy Statement/Prospectus, and to the description of such opinion and to the references to our name contained therein under the heading “Summary—Opinion of Bioventus’s Financial Advisor”, “Risk Factors—Risks Related to the Mergers”, “The Merger—Background of the Merger”, “The Merger— Recommendation of the Bioventus Board of Directors; Bioventus’s Reasons for the Merger”, “The Merger—Opinion of Bioventus’s Financial Advisor” and “The Merger—Certain Unaudited Prospective Financial Information”. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations promulgated thereunder. Additionally, such consent does not cover any future amendments to the Registration Statement.

By: /s/ Perella Weinberg Partners LP                            

New York, New York

September 22, 2021


EX-99.2

Exhibit 99.2

CONSENT OF J.P. MORGAN SECURITIES LLC

We hereby consent to (i) the inclusion of our opinion letter dated July 29, 2021 to the Board of Directors of Misonix, Inc. (the “Company”) included in Annex C to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company and Bioventus Inc., and (ii) the references to such opinion in such Joint Proxy Statement/Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,
/S/ J.P. MORGAN SECURITIES LLC

September 22, 2021


bvs-20210703.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA


bvs-20210703_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


bvs-20210703_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE


bvs-20210703_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


bvs-20210703_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE