Form S-1 Roivant Sciences Ltd.

Exhibit 5.1 and Exhibit 23.3

		CONYERS DILL & PEARMAN LIMITED   Clarendon House, 2 Church Street Hamilton HM 11, Bermuda   Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422 conyers.com

29 October 2021

Matter no.: 367954

Doc Ref: 20051483.2

+1441-298-7846

[email protected]

Roivant Sciences Ltd.

Suite 1, 3rd Floor

11-12 St. James’s Square

London

SW1Y 4LB

United Kingdom

Dear Sirs,

Re: Roivant Sciences Ltd. (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 29 October 2021 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of:

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company as certified by the Secretary of the Company on 28 October 2021, and an extract of unanimous written resolutions of its directors passed on 28 September 2021 (collectively, the “Resolutions”) as certified by the Secretary of the Company on 28 October 2021, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any Shares by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) that the Company will have sufficient authorised capital to effect the issue of any of the Warrant Shares at the time of issuance, whether as a principal issue or on the conversion, exchange or exercise of any Warrants, (h) that the form and terms of any and all Securities or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto (in the case of the Warrants), the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement or supplement thereto) in accordance with the terms thereof will not violate the memorandum of association and bye-laws of the Company nor any applicable law, regulation, order or decree in Bermuda, (i) that all necessary corporate action will be taken to authorise and approve any issuance of any Securities, the terms of the offering thereof and related matters, (j) that the issuance and sale of and payment for the Securities will be in accordance with the applicable purchase, underwriting or similar agreement duly approved by the Board of Directors and the Registration Statement (including the prospectus set forth therein and any applicable supplement thereto), (k) that upon the issue of any Warrant Shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, and (l) that the Company’s Shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981 as amended, and the consent will not have been revoked or amended at the time of issuance of the Warrant Shares.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

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 experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

Exhibits 5.2 and 23.4

		Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com

October 29, 2021

Roivant Sciences Ltd.

Suite 1, 3rd Floor

11-12 St. James’s Square

London SW1Y 4LB

United Kingdom

Ladies and Gentlemen:

Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 10,214,365 warrants (the “Warrants”) to purchase common shares of the Company.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming that the warrant agreement governing the Warrants has been duly authorized, executed and delivered by the warrant agent and the Company, and such Warrants have been duly authorized, executed, issued and delivered in accordance with the warrant agreement and the applicable agreement against payment thereto, the Warrants are valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision in the Warrants that requires or relates to adjustments to the exercise price at a price or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture.

With respect to the validity of the common shares underlying the Warrants, you have received, and we understand that you are relying upon, the opinion of Conyers Dill & Pearman, Bermuda counsel to the Company.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. 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,

/s/ Davis Polk & Wardwell LLP

Exhibit 8.1 and 23.5

		+44 20 7418 1300 davispolk.com		Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR

October 29, 2021

Roivant Sciences Ltd.

Suite 1, 3rd Floor

11-12 St. James’s Square

London SW1Y 4LB

United Kingdom

Ladies and Gentlemen:

We are acting as counsel to Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), as to certain matters of United Kingdom tax law in connection with the Company’s Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) with respect to the Company’s common shares and private placement warrants (the “Securities”). The Company is filing the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion.

We hereby confirm our opinion set forth under the caption “Material United Kingdom Tax Considerations” in the Prospectus, subject to the limitations and qualifications set forth therein, constitutes our opinion as to the material United Kingdom (“UK”) tax consequences to non-UK holders of an investment in the Securities.

We express no opinion as to the laws of any jurisdiction other than the laws of England and Wales as applied by the English courts and on the generally published practice of HM Revenue & Customs, as at the date of this opinion. This opinion does not extend to (A) any law relating to tax made by the Scottish Parliament, the National Assembly for Wales or the Northern Irish Assembly, (B) any other law relating to any law so made, or (C) any practice relating to any such law, and we express no opinion on any such matters.

This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion with the Commission 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, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Davis Polk & Wardwell London LLP

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated

by the Solicitors Regulation Authority with registration number 566321.

Davis Polk includes Davis Polk & Wardwell LLP and its associated entities

Exhibit 8.2

		Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com

October 29, 2021

Roivant Sciences Ltd.

Suite 1, 3^rd Floor

11-12 St. James Square

London SW1Y 4LB

United Kingdom

Ladies and Gentlemen:

We are acting as United States counsel to Roivant Sciences Ltd., a corporation incorporated in Bermuda (the “Company”), in connection with the preparation of the registration statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) with respect to the Company’s common shares and private placement warrants (the “Securities”). The Company is filing the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion.

We hereby confirm that the discussion set forth under the caption “MATERIAL UNITED STATES TAX CONSIDERATIONS” in the Prospectus, subject to the limitations and qualifications set forth therein, constitutes our opinion as to the material U.S. federal income tax consequences to U.S. Holders of an investment in the Securities.

We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States.

This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion with the Commission 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, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Roivant Sciences Ltd. on Form S-1 of our report dated March 22, 2021, except for the effects of the restatement discussed in Note 2 as to which the date is May 13, 2021, with respect to our audits of the financial statements of Montes Archimedes Acquisition Corp. as of December 31, 2020 and for the period from July 6, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

Costa Mesa, California

October 29, 2021

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 30, 2021, in the Registration Statement (Form S-1) and related Prospectus of Roivant Sciences Ltd. dated October 29, 2021.

/s/ Ernst & Young LLP

Iselin, New Jersey

October 29, 2021