Exhibit 5.1
June 30, 2023
AVITA MEDICAL, INC.
28159 Avenue Stanford, Suite 220
Valencia, CA 91355
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to AVITA Medical, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on
Form S-8 (the Registration Statement) to be filed by the Company on the date hereof with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended
(the Securities Act), and the rules and regulations promulgated thereunder, for the registration of 3,895,244 shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock),
(i) 2,500,000 of which are issuable pursuant to the Companys 2020 Omnibus Incentive Plan, as amended (the 2020 Plan); (ii) 1,000,000 of which are issuable pursuant to the Companys Employee Stock Purchase Plan (the Stock
Purchase Plan and together with the 2020 Plan, the Plans); and (iii) an aggregate of 395,244 of which are issuable upon the exercise of stock options granted pursuant to individual stock option award agreements (the
Option Agreements).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
For the purposes of rendering the opinion stated herein, we have examined (a) the
Registration Statement; (b) the Plans; (c) the Companys Certificate of Incorporation, as amended through the date hereof; (d) the Companys Amended and Restated Bylaws; (e) resolutions adopted by, or minutes of
meetings of, the board of directors of the Company (the Board) on March 18, 2023, February 22, 2023, August 10, 2022, and August 24, 2021 authorizing and approving the issuance of the Shares and other related matters;
(f) the Option Agreements; and (g) a certificate of an officer of the Company, dated the date hereof (the Fact Certificate).
We
have also examined such questions of law, and the originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed necessary or appropriate as a basis for the opinion stated
herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to
us as originals, and the conformity to the originals of all documents submitted to us as copies. As to matters of fact relevant to our opinion set forth below, we have relied, without independent investigation, on certificates of public officials
and the Fact Certificate.