Exhibit 5.1

 

 

 

Our Reference: LI225/052

 

25 March 2026

 

PRIVATE AND CONFIDENTIAL

 

Board of Directors

SMX (Security Matters) Public Limited Company

Mespil Business Centre

Mespil House

Sussex Road

Dublin 4

Ireland

D04 T4A6

 

Re:SMX (Security Matters) Public Limited Company

 

To whom it may concern,

 

1.Basis of Opinion (the “Opinion”)

 

1.1We have acted as solicitors in Ireland for the Company, a public limited company organised under the laws of Ireland with registration number 722009 in connection with the preparation of a registration statement on Form F-3 in the form of a “shelf” registration (the “Registration Statement”) and the prospectus contained therein to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act 1933, as amended (the “Act”) relating to the proposed issuance and sale by the Company of up to a total value of US$250,000,000 of ordinary shares of US0.00000000012219451015625 each in the capital of the Company (the “Ordinary Shares”), preferred shares of 0.0001 each in the capital of the Company (the “Preferred Shares” and together with the Ordinary, the “Shares”), senior and subordinated debt securities (the “Debt Securities”) to be issued in one or more series under a senior indenture or subordinated indenture, each in the forms filed as exhibits to the Registration Statement, as the same may be supplemented from time to time, (each an “Indenture” and together the “Indentures”) and units comprised of any combination of the foregoing securities for sale from time to time in one or more offerings (the “Units” and together with the Ordinary Shares, the Preferred Shares, the Warrants and the Debt Securities, the “Shelf Securities”), to be offered on an immediate, continuous or delayed basis pursuant to the provisions of Rule 415 of the Act (the “Transaction”).

 

 

 

 

 

 

1.2Opinion is solely for the benefit of the addressee of this Opinion and may not be relied upon, used, transmitted, referred to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosed by or to any other person or entity for any purpose(s) without our prior written consent. However, we hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required within Section 7 of the Act or the rules and requisitions of the Securities and Exchange Commission thereunder.

 

1.3This Opinion is given on the basis that our client is the Company. For the purposes of giving this Opinion, we have taken instructions solely from that client.

 

1.4This Opinion is confined to and given in all respects of the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland.

 

1.5We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of obligations or rights expressed in the Registration Statement or the transactions contemplated thereby.

 

1.6This Opinion is strictly confined to:

 

(a)the matters expressly stated herein and is not to read as extending by implication or otherwise to any other matter; and

 

(b)the Registration Statement (and no other document whatsoever) and the searches listed in paragraph 1.10 below (the “Searches”) (and no other searches whatsoever),

 

and is subject to the assumptions and qualifications set out below.

 

1.7We express no opinion and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the filing of the Registration Statement.

 

1.8In giving this Opinion, we have relied upon the Corporate Certificate and the Searches and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificate or the Searches is required of us.

 

1.9For the purposes of this Opinion, we have reviewed:

 

(a)a corporate certificate dated 25 March 2026, executed by the secretary of the Company (the “Corporate Certificate”);

 

 

 

 

 

(b)a copy of the minutes of the board of directors of the Company held on 19 March 2026;

 

(c)the Searches;

 

(d)a draft of the Registration Statement sent to us by email by Stephen Fox of Ruskin Moscou Faltischek P.C. on 24 March 2026.

 

1.10For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 25 March 2026:

 

(a)on the file of the Company maintained by the Registrar of Companies in the CRO for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner or liquidator;

 

(b)in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search; and

 

(c)in the Central Office of the High Court for any proceedings or petitions filed in respect of the Company in the last two years.

 

1.11This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees, for our benefit, that the Courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time or to advise the addressee of this Opinion of any change in law or change in interpretation of law which may occur after the date of this Opinion.

 

1.12No opinion is expressed on the taxation consequences of the Registration Statement and any of the matters contemplated thereby.

 

2.Opinion

 

Subject to the assumptions and qualifications set out in this Opinion, we are of the opinion that:

 

2.1The Company is a public limited company and is duly incorporated and validly existing under the laws of Ireland and as such is required as a matter of Irish company law to maintain its registered office in Ireland.

 

2.2When the Shares have been duly authorised by the Company, are issued, sold and paid for as contemplated in the Registration Statement, Prospectus Supplement (as defined below) and any applicable Securities Agreement (as defined below) and are registered in the register of members of the Company, such Shares will be validly issued and fully paid.

 

2.3The Company has the requisite corporate capacity to issue each of the Debt Securities, Indentures, Warrants and Units (the “Other Securities”).

 

2.4With respect to the Other Securities, when the board of directors has taken all necessary corporate actions to approve the issuance thereof, the issue of the Other Securities will be duly authorised under Irish law and the Company’s Constitution (the “Constitution”).

 

 

 

 

 

3.Assumptions

 

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

 

Authenticity and bona fides

 

3.1The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures (electronic or otherwise), stamps and seals thereon, that any signatures (electronic or otherwise) are the signatures of the persons who they purport to be, that each witness to a signature actually witnessed that signature, and that each original was executed in the manner appearing on the copy.

 

3.2That the register of members of the Company is up to date and has been correctly completed in accordance with the Constitution and the 2014 Act. That, where an incomplete Registration Statement has been submitted to us, the original of such Registration Statement corresponds in all respects with the last or final draft of the complete Registration Statement submitted to us.

 

3.3That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions (whether passed at a meeting or by way of written resolution) have not been amended or rescinded and are in full force and effect.

 

3.4That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the 2014 Act and the Constitution and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution.

 

3.5The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers.

 

Restrictions and Disqualifications

 

3.6That, based only on the Searches, no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:

 

(a)been the subject of any declaration, order or deemed order for disqualification or restriction under the 2014 Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or

 

(b)received any notice under the 2014 Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.

 

 

 

 

 

Accuracy of Searches and the Corporate Certificate

 

3.7The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such Search been altered. In this connection, it should be noted that:

 

(a)the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;

 

(b)the position reflected by the Searches may not be fully up-to-date; and

 

(c)searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.

 

3.8The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate at the time they were made and at all times thereafter.

 

No other information and compliance

 

3.9That the Registration Statement and the documents contemplated therein and the forms attached as exhibits thereto relating to the issuance and sale of the Shelf Securities are the only documents relating to the subject matter of this transaction and that there are no agreements or arrangements in existence between the parties to the documents contemplated by the Registration Statement which in any way amend or vary the terms of the Registration Statement or in any way bear upon or are inconsistent with the opinions stated herein.

 

Authority, Capacity, Execution and Enforceability

 

3.10The filing of the Registration Statement and the issuance and sale of the Shelf Securities (i) does and will not contravene the laws of any jurisdiction outside Ireland; (ii) does not and will not result in any breach of any agreement, instrument and obligation to which any party thereto is a party and (iii) will not be illegal or unenforceable by virtue of the laws of that jurisdiction.

 

3.11That the Shelf Securities will be issued and sold in the manner contemplated in the Registration Statement.

 

3.12That, at the time of the issuance and sale of any of the Shelf Securities, the effectiveness of the Registration Statement (including any post-effective amendments) shall not have been terminated or rescinded.

 

3.13That the Company will deliver and file an appropriate prospectus supplement with respect to an offering of Shelf Securities in compliance with the Act and the applicable rules and regulations (the “Prospectus Supplement”).

 

3.14That any document recording the authorisation of the transactions contemplated by the Registration Statement, including any issue of Shares, is a true, complete and accurate record of an authorisation which is valid in all respects.

 

3.15That all authorisations, approvals or licences required under any law for any party (other than the Company) to enter into or to perform any of its obligations under a transaction contemplated by the Registration Statement have been obtained, remain valid and subsisting and have been complied with.

 

 

 

 

 

3.16That no law or official directive of any jurisdiction, other than the laws of Ireland, affects any of the opinions expressed.

 

3.17That, insofar as any obligation under any document examined is to be performed in any jurisdiction other than Ireland, its performance will not be illegal or unenforceable under the law of that jurisdiction.

 

3.18That he formalities for execution required by the law of the place of execution of each document examined have or will be complied with.

 

3.19That the Company will comply with its obligations under, and the representations and warranties contained in the documents referred to in, the Registration Statement.

 

Shares

 

3.20That the rights attaching to the Preference Shares will be validly determined prior to their issue in accordance with the Constitution and the 2014 Act.

 

3.21That the board of directors of the Company will approve the allotment and issue of the Shares in accordance with the Constitution and the 2014 Act and such Shares will be issued in compliance with the Constitution and the 2014 Act.

 

3.22That at the time of the execution and delivery of any definitive purchase, underwriting or similar agreement between the Company and any third party under which any Shelf Securities may be issued (the “Securities Agreement”), the Securities Agreement will be the valid and legally binding obligation of such third party, enforceable against such third party in accordance with its terms. That, upon issue, each holder of the Shares will have fully paid the amount payable to the Company for their Shares.

 

3.23That, upon issue, the Shares will be duly registered and will continue to be registered in the Company’s register of members.

 

3.24That any issue of the Shares will be in compliance with the 2014 Act, the Takeover Panel Act, 1997, Takeover Rules, 2013 of Ireland (as may be amended), and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations.

 

Solvency and Insolvency

 

3.25That:

 

(a)the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the 2014 Act or any analogous provisions under any applicable laws immediately after the filing of the Registration Statement; and

 

(b)the Company will not as a consequence of doing any act or thing which the Registration Statement contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provision under any applicable laws.

 

3.26That, upon the opening of any insolvency proceedings pursuant to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast EU Insolvency Regulation”), the Company will have its “centre of main interests” (as that term is used in Article 3(1) of the Recast EU Insolvency Regulation) in Ireland being the jurisdiction in which the Company has its registered office and will not have an “establishment” (being any place of operations where a debtor carries out or has carried out in the 3-month period prior to the request to open main insolvency proceedings a non-transitory economic activity with human means and assets) as defined in Article 2(10) of the Recast EU Insolvency Regulation outside Ireland.

 

 

 

 

 

4.Qualifications

 

The opinions set out in this Opinion are subject to the following reservations:

 

Enforcement and binding effect

 

4.1The description of obligations in this Opinion as “enforceable” refers to the legal character of the obligations assumed by the relevant party under the relevant instrument. It implies no more than the obligations are of a character which the laws of Ireland recognise and will in certain circumstances enforce. In particular, it does not mean or imply that the relevant instrument will be enforced in all circumstances in accordance with its terms or by or against third parties or that any particular remedy will be available. In particular (without limiting the foregoing):

 

(a)the binding effect and enforceability of the obligations of the Company contemplated under any of the Shelf Securities may be limited by liquidation, insolvency, bankruptcy, receivership, court protection, examinership, moratoria, reorganisation, reconstruction, company voluntary arrangements, fraud of creditors, fraudulent preference of creditors or similar laws whether in Ireland or elsewhere affecting creditors’ rights generally;

 

(b)the binding effect and enforceability of the obligations of the Company under any of the Shelf Securities may also be limited as a result of the provisions of the laws of Ireland applicable to contracts held to have become frustrated by events happening after their execution, and any breach of the terms of any document by the party seeking to enforce such document;

 

(c)enforcement may be limited by general principles of equity. In particular, equitable remedies are not available where damages are considered to be an adequate remedy; the remedy of specific performance is discretionary and will not normally be ordered in respect of a monetary obligation; and injunctions are granted only on a discretionary basis and accordingly we express no opinion on such matters;

 

(d)claims may become barred under the Statute of Limitations 1957 or may be or become subject to the defence of set-off or counterclaim;

 

(e)enforcement will be subject to, netting, claims and attachment and any other rights of another party to a contract; and

 

(f)enforcement may be limited by reason of fraud.

 

4.2Where any obligations of any person are to be performed in jurisdictions outside Ireland, such obligations may not be enforceable under Irish law to the extent that performance thereof would be illegal under the laws of any such jurisdiction or contrary to public policy under the laws of any such jurisdiction and an Irish court may take into account the law of the place of performance in relation to the manner of performance and to the steps to be taken in the event of defective performance.

 

4.3Where a judgment creditor seeks to enforce his judgment, he can only do so in accordance with the applicable rules of Irish courts. The making of an execution order against particular assets, such as a charging order over land or a beneficial interest therein or most types of investment or a third party debt order over a bank account or certain other debts, is a matter for the Court’s discretion.

 

 

 

 

 

General Matters

 

4.4A determination or a certificate as to any matter provided for in any of the Shelf Securities may be held by an Irish court not to be final, conclusive or binding if such determination or certificate could be shown to have an unreasonable, incorrect or arbitrary basis or not to have been given or made in good faith.

 

4.5Where a party to any of the Shelf Securities is vested with a discretion or may determine a matter in its opinion, Irish law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

 

4.6A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that the terms of any of the Shelf Securities have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties.

 

4.7The effectiveness of the provisions any of the Shelf Securities excusing a party from a liability or duty otherwise owed are limited by Irish law, particularly in relation to a fundamental breach of the contract.

 

4.8We express no opinion as to any obligation which any of the Shelf Securities may purport to establish in favour of any person who is not a party thereto.

 

4.9Any provision of any of the Shelf Securities which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party thereto or any other person may be ineffective.

 

4.10To the extent that any matter is expressly to be determined by future agreement or negotiation, the relevant provision may be unenforceable or void for uncertainty.

 

Yours faithfully,

 

 
ARTHUR COX LLP