EXHIBIT 5.1
March 7, 2025
Corporación Inmobiliaria Vesta, S.A.B. de C.V.
Paseo de los Tamarindos No. 90
Torre II
Piso 28
Col. Bosques de las Lomas
Alcaldía Cuajimalpa
05210 Ciudad de México, México
Ladies and Gentlemen:
We are acting as special Mexican counsel to Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in connection with the contribution by the Company of twenty million (20,000,000) common shares, with no par value (the “Common Shares”), to a Mexican trust established for the purpose of implementing the Company’s Long-Term Incentive Plan (the “Mexican Trust”), and the registration of the Common Shares under the registration statement, on Form S-8, provided to us and as filed by the Company with the United States Securities and Exchange Commission (the “Registration Statement”), pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”).
In rendering the opinion expressed below, we have examined copies of (i) the Company’s combined articles of incorporation and by-laws (estatutos sociales) in effect on the date hereof, (ii) the Registration Statement, (iii) minutes of the ordinary and extraordinary shareholders meeting of the Company held on March 21, 2024, pursuant to which the contribution of the Common Shares by the Company to the Mexican Trust was approved, and (iv) such other documents and records of the Company and such other instruments and certificates of officers and representatives of the Company and such other persons, and have made such investigations of law, as we have deemed necessary or appropriate in connection with the giving of this opinion.
We have assumed, without any independent investigation or verification of any kind, (i) the power and authority of each signatory to the documents, instruments and certificates we have reviewed, under all applicable laws, rules, regulations and their respective constitutive or similar documents, to enter into and perform their obligations thereunder, (ii) the genuineness of all signatures and the authenticity of all opinions, documents and papers submitted to us, and (iii) that
copies of all opinions, documents, instruments, certificates and papers submitted to us are complete, and conform to the originals thereof.
As to questions of fact material to the opinion hereinafter expressed, we have, when relevant facts were not independently established by us, relied upon originals or copies, certified or otherwise identified to our satisfaction, of all such documents and records of the Company, and such other instruments or certificates of officers and representatives of the Company and such other persons, as we have deemed necessary or appropriate for the opinion expressed below.
Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. The Common Shares have been duly authorized and issued and, when such Common Shares are contributed to the Mexican Trust and paid for as set forth in the terms of the Mexican Trust, such Common Shares will be fully paid and non-assessable.
2. The statements in the Registration Statement under the caption “Taxation-Certain Mexican Federal Income Tax Considerations,” insofar as such statements constitute a summary of Mexican law, such statements fairly summarize Mexican law in all material respects.
We are qualified to practice law in Mexico. We express no opinion as to any laws other than the laws of Mexico in effect on the date hereof, or as to any matters not expressly covered herein.
We consent to (i) the filing of this opinion as an exhibit to the Registration Statement, and (ii) the use of the name of our firm in the Registration Statement, under the caption “Legal Matters”. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | ||
Ritch, Mueller y Nicolau, S.C. | ||
By: | /s/ Luis A. Nicolau | |
Luis A. Nicolau, a partner |