As filed with the Securities and Exchange Commission on December 20, 2013
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________________
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
________________________________
 
BLACKBERRY LIMITED
(Exact name of Registrant as specified in its charter)
 
Ontario
 
Not Applicable
(Jurisdiction of Incorporation)
 
(I.R.S. Employer Identification No.)
2200 University Avenue East
Waterloo, Ontario, Canada
N2K 0A7
(Address of Registrant’s principal executive offices)
 
BlackBerry Limited Equity Incentive Plan
(Full title of plan)

BlackBerry Corporation
5000 Riverside Drive, Suite 100E
Irving, Texas, 75039
(972) 650-6126
(Name, Address and Telephone Number of Agent for Service)
________________________________
 
Copy to:
Riccardo Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario M5K 1J5
(416) 777-4700
________________________________
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of ”large accelerated filer, ““accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act (Check one):

 
Large Accelerated Filer [X]
 
Accelerated Filer [  ]
       
 
Non-Accelerated Filer  [  ]
 
Smaller Reporting Company  [  ]
 
(Do not check if a smaller reporting company)
   

 
 
 

 
CALCULATION OF REGISTRATION FEE

Title of Securities To Be
Registered (1)
Amount To Be
Registered (2)
Proposed Maximum
Offering Price Per Share (3)
Proposed Maximum
Aggregate Offering Price (3)
Amount of
Registration Fee
Common Shares
6,000,000
$6.08
$36,480,000
$4,699
 
Notes
 
(1) 
The Common Shares being registered relate to stock option grants and restricted share unit grants to be undertaken in the future, with option exercise prices and restricted share unit vesting conditions, as applicable, to be determined in accordance with the provisions of the Registrant's Equity Incentive Plan .
   
(2)
Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the number of Common Shares being registered hereby shall be adjusted to include any additional Common Shares that may become issuable as a result of stock splits, stock dividends, recapitalization or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Shares in accordance with the provisions of the Registrant's Equity Incentive Plan .
   
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act on the basis of the average of the high and low prices for the Common Shares on the Nasdaq Stock Market on December 18, 2013.
 
 
 
2
 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
 
The following documents, or excerpts thereof as indicated, filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
 
 
(a)
Annual report on Form 40-F of the Registrant for the fiscal year ended March 2, 2013, filed with the Commission on March 28, 2013;
 
 
(b)
Report on Form 6-K of the Registrant, furnished to the Commission on May 31, 2013, with respect to the Registrant's management information circular;
 
 
(c)
Report on Form 6-K of the Registrant, furnished to the Commission on September 25, 2013, with respect to the Registrant’s Canadian Material Change Reports and a related Letter of Intent Agreement;
 
 
(d)
Report on Form 6-K of the Registrant, furnished to the Commission on October 1, 2013, with respect to the Registrant’s unaudited consolidated financial statements for the three and six months ended August 31, 2013, and related Management’s Discussion and Analysis of Financial Condition and Results of Operations;
 
 
(e)
Report on Form 6-K of the Registrant, furnished to the Commission on November 7, 2013, with respect to the Registrant's Canadian Material Change Report and a related Subscription Agreement;
 
 
(f)
All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the Registrant since March 2, 2013; and
 
 
(g)
The description of the Registrant's common shares, included in the registration statement on Form 40-F, filed with the Commission on September 9, 1998.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date of the filing of such documents.  In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.
 
Item 4.   Description of Securities
 
Not Applicable
 
Item 5.   Interests of Named Experts and Counsel
 
Not Applicable
 
Item 6.   Indemnification of Directors and Officers
 
Under the Business Corporations Act (Ontario) (the “OBCA”), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity, of another entity:
 
(a)           against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of the association with the Registrant or other entity as described above; and


 
3
 

(b)            with court approval, against all costs, charges and expenses reasonably incurred by the individual in connection with an action brought by or on behalf of the Registrant or another entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity as described above;
 
provided , in all cases, such individual (i) acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that the individual’s conduct was lawful.
 
In addition, the Registrant may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in (a) and, with court approval, (b) above but the individual is required to repay the money to the Registrant if  the individual did not act honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request.
 
Notwithstanding the foregoing, a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer , or an individual acting in a similar capacity, of another entity , is entitled to be indemnified by the Registrant against all costs, charges and expenses reasonably incurred by the individual in connection with the defence of   any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of the individual’s association with the Registrant or other entity as described above , if the individual seeking the indemnity, (i) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and such individual, (ii) acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request, and (iii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that the individual’s conduct was lawful.
 
Subject to the limitations contained in the OBCA, the By-laws of the Registrant provide that every director or officer of the Registrant, every former director or officer of the Registrant , or a person who acts or acted at the Registrant’s request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs, executors, administrators and other legal personal representatives shall, from time to time, be indemnified and saved harmless by the Registrant from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Registrant or body corporate of which the Registrant is or was a shareholder or creditor , if (i) he or she acted honestly and in good faith with a view to the best interests of the Registrant, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such director or officer had reasonable grounds for believing that his or her conduct was lawful.
 
In addition, as is customary for many public corporations, the Registrant has entered into indemnity agreements (the “Indemnity Agreements”) with its directors and certain senior officers whereby the Company agreed, subject to applicable law, to indemnify those persons against all costs, charges and expenses which they may sustain or incur in third party actions if: such director or officer complied with his or her fiduciary duties; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.  The Indemnity Agreements further require the Registrant to pay interim costs and expenses of the director or officer subject to the proviso that the director or officer undertake to repay such costs and expenses if the outcome of any litigation or proceeding establishes that the director or officer was not entitled to indemnification.
 
The Registrant also maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers of the Registrant .   The directors and officers are not required to pay any premium in respect of the insurance.  The policy contains standard industry exclusions.


 
4
 

Reference is made to Item 9 for the undertakings of the Registrant with respect to indemnification of liabilities arising under the Securities Act.

Item 7.   Exemption From Registration Claimed.
 
Not Applicable
 
Item 8.   Exhibits.
 
The following exhibits are filed as part of this registration statement.
 

                      
Exhibit No.
Description
 
4.1
Specimen Common Share certificate.
 
4.2
Articles of Amalgamation of the Registrant .
 
4.3
By-laws of the Registrant. (1)
 
5.1
Opinion of Torys LLP.
 
23.1
Consent of Torys LLP (included in Exhibit 5.1 to this Registration Statement).
 
23.2
Consent of Ernst & Young LLP.
 
24.1
Power of Attorney (included on page 8 of this Registration Statement).
 
__________________________
 
 
(1)
Incorporated by reference to the Registrant's Registration Statement on Form S-8, filed with the Commission on July 10, 2013 .
 
Item 9.   Undertakings.
 
 
(a)
The undersigned Registrant hereby undertakes:
 
 
(i)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
 
(ii)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
 
(iii)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
 

 
5
 

 
 
 
(and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
 
6
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waterloo, Province of Ontario, Canada, on December 20 , 2013.


 
BLACKBERRY LIMITED
 
       
       
 
By: 
 /s/ John S. Chen
 
   
Name: 
John S. Chen
 
   
Title:
Interim Chief Executive Officer
 
 
 
 
7
 

 
POWER OF ATTORNEY
 
Each person whose signature appears below authorizes John S. Chen and James Yersh as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-8 and any amendment thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 20, 2013.
 
Signature
 
Title
     
/s/ John S. Chen
 
Executive Director and Interim Chief Executive Officer
John S. Chen
   
     
     
/s/ James Yersh
 
Chief Financial Officer
James Yersh
   
     
     
/s/ Prem Watsa
 
Lead Director
Prem Watsa
   
     
     
/s/ Barbara Stymiest
 
Director
Barbara Stymiest
   
     
     
/s/ Timothy Dattels
 
Director
Timothy Dattels
   
     
     
/s/ Claudia Kotchka
 
Director
Claudia Kotchka
   
     
     
/s/ Richard Lynch
 
Director
Richard Lynch
   
     
     
/s/ Bert Nordberg
 
Director
Bert Nordberg
   

 
8
 

AUTHORIZED REPRESENTATIVE


Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of BlackBerry Limited and has duly caused this Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Waterloo, Ontario, Canada on December 20, 2013.
 
 

 
BLACKBERRY CORPORATION
(Authorized U.S. Representative)
 
       
       
 
By: 
 /s/ James Yersh
 
   
Name: 
James Yersh
 
   
Title:
Secretary
 

 
 
9
 

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
4.1
 
Specimen Common Share certificate.
     
4.2
 
Articles of Amalgamation of the Registrant.
     
4.3
 
By-laws of the Registrant. (1)
     
5.1
 
Opinion of Torys LLP .
     
23.1
 
Consent of Torys LLP (included in Exhibit 5.1 to this Registration Statement).
     
23.2
 
Consent of Ernst & Young LLP .
     
24.1
 
Power of Attorney (included on page 8 of this Registration Statement).

__________________________
 
(1)
Incorporated by reference to the Registrant's Registration Statement on Form S-8, filed with the Commission on July 10, 2013 .
   

10
Exhibit 4.1
 

 
 
 

 
C0000000230 | M
 
104598
 
Number Num é ro
 
00000000
 
BlackBerry ®
Amalgamated under the Business Corporations Act (Ontario)
Fusioné sous la Loi sur les sociétés par actions (Ontario)
 
Shares Actions
****0*********
*****0********
******0*******
*******0******
********0*****
SPECIMEN
THIS CERTIFIES THAT
LES PRÉSENTES ATTESTENT QUE
 
**SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero*
 
CUSIP 09228F103
    * * * 0 * * *    
IS THE REGISTERED HOLDER OF
EST LE PORTEUR INSCRIT DE
 
**SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero****SPECIMEN 09228F10300000000 Research*In*Motion*Limited zero*
 
ISIN CA09228F1036
 
SEE REVERSE FOR CERTAIN DEFINITIONS
VOIR AU VERSO POUR CERTAINES DÉFINITIONS
 
FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF
 
ACTIONS ORDINAIRES SANS VALEUR NOMINALE ENTIÈREMENT LIBÉRÉES DU CAPITAL-ACTIONS DE
BlackBerry Limited
 
BlackBerry Limited
transferable on the books of the Corporation only upon surrender of this certificate properly endorsed.
 
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation.
 
IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers.
 
transférables dans les registres de la Société seulement sur remise de ce certificat endossé en bonne et due forme.
 
Ce certificat n'est valide que s'il a été contresigné par l'agent de transfert et agent comptable des registres de la Société.
 
EN FOI DE QUOI la Société a fait signer le présent certificat en son nom au moyen des facsimilés de signature de ses dirigeants dûment autorisés.
 

     
Dated: Jul 05, 2013
Le :     05 juil. 2013
       
Director
Directeur
COUNTERSIGNED AND REGISTERED
CONTRESIGNÉ ET IMMATRICULÉ
COMPUTERSHARE TRUST COMPANY, N.A. (GOLDEN CO)
TRANSFER AGENT AND REGISTRAR
AGENT DE TRANSFERT ET AGENT COMPTABLE DES REGISTRES
OR
COUNTERSIGNED AND REGISTERED
CONTRESIGNÉ ET IMMATRICULÉ
COMPUTERSHARE INVESTOR SERVICES INC.
SERVICES AUX INVESTISSEURS COMPUTERSHARE INC. (MONTREAL) (TORONTO)
TRANSFER AGENT AND REGISTRAR
AGENT DE TRANSFERT ET AGENT COMPTABLE DES REGISTRES
VOID     VOID
 
Director
     
Directeur
By / Par
   
By / Par
 
 
Authorized Officer - Représentant Autorisé
 
Authorized Officer - Représentant autorisé
 
The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Montreal, QC and Toronto, ON or Computershare Trust Company, N.A. in Golden, CO.
Les actions représentées par ce certificat peuvent être transférées aux bureaux de Services aux Investisseurs Computershare inc. à Montréal, QC et Toronto, ON ou à Computershare Trust Company, N.A. à Golden, CO.

 
SECURITY INSTRUCTIONS ON REVERSE
 
VOIR LES INSTRUCTIONS DE SÉCURITÉ AU VERSO
 
 
 
 
 

The shares represented by this certificate have rights, privileges, restrictions and conditions attached thereto and the Company will furnish to a shareholder, on demand and without charge, a full copy of the text of: (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.
 
Les actions représentées par ce certificat sont assorties de droits, privilèges, restrictions et conditions et la Société fournira à tout actionnaire, sur demande et sans frais, une copie du texte intégral a) des droits, privilèges, restrictions et conditions rattachés à chaque catégorie d'actions dont l'émission est autorisée et à chaque série, dans la mesure fixée par les administrateurs; et b) de l'autorisation donnée aux administrateurs de fixer les droits, privilèges, restrictions et conditions des séries ultérieures.
 
 
The following abbreviations shall be construed as though the words set forth below opposite each abbreviation were written out in full where such abbreviation appears:
 
Les abréviations suivantes doivent être interprétées comme si les expressions correspondantes étaient écrites en toutes lettres :
TEN COM
-
as tenants in common
 
TEN COM
-
à titre de propriétaires en commun
TEN ENT
-
as tenants by the entireties
 
TEN ENT
-
à titre de tenants unitaires
JT TEN
-
as joint tenants with rights of survivorship and not as tenants in common
 
JT TEN
-
à titre de copropriétaires avec gain de survie et non à titre de propriétaires en commun
(Name) CUST (Name) UNIF GIFT MIN ACT (State)
-
(Name) as Custodian for (Name) under the (State) Uniform Gifts to Minors Act
 
(Nom) CUST (Nom) UNIF GIFT MIN ACT (État)
-
(Nom) à titre de dépositaire pour (Nom) en vertu de la Uniform Gifts to Minors Act de (État)
Additional abbreviations may also be used though not in above list.
 
Des abréviations autres que celles qui sont données ci-dessus peuvent aussi être utilisées.
 
For value received the undersigned hereby sells, assigns and transfers unto
 
Pour valeur reçue, le soussigné vend, cède et transfère par les présents à
 
 
     
Insert name and address of transferee
 
Insérer le nom et l’adresse du cessionnaire
     
     
     
shares represented by this certificate and does hereby irrevocably constitute and appoint
 
actions représentées par le présent certificat et nomme irrévocablement
     
     
the attorney of the undersigned to transfer the said shares on the books of the Corporation with full power of substitution in the premises.
 
le fondé de pouvoir du soussigné chargé d’inscrire le transfert desdites actions aux registres de la Société, avec plein pouvoir de substitution à cet égard.
 
LE :
         
DATED:  
         
     
Signature of Shareholder / Signature de l’actionnaire
 
Signature of Guarantor / Signature de garant
 
 
Signature Guarantee : The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP).  The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed.”
 
Garantie de signature : La signature apposée aux fins de cette cession doit correspondre exactement au nom qui est inscrit au recto du certificat, sans aucun changement, et doit être garantie par une banque à charte canadienne de l’Annexe 1 ou un membre d’un programme de garantie de signature Medallion acceptable (STAMP, SEMP, MSP).  Le garant doit apposer un timbre portant la mention << Signature garantie >> ou << Signature Guaranteed >>.
     
In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only.
 
Aux États-Unis, seuls les membres d’un << Medallion Signature Guarantee Program >> peuvent garantir une signature.
     
Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses populaires unless they are members of the Stamp Medallion Program.
 
Les guaranties de signature ne peuvent pas être faites par des caisses d’épargne (<< Treasury Branches >>), des caisses de crédit (<< Credit Unions >>) ou des Caisses populaires, à moins qu’elles ne soient membres du programme de garantie de signature Medallion STAMP.
 
 
 

 
SECURITY INSTRUCTIONS – INSTRUCTIONS DE SÉCURITÉ
 
 
THIS IS WATERMARKED PAPER.  DO NOT ACCEPT WITHOUT NOTING WATERMARK.  HOLD TO LIGHT TO VERIFY WATERMARK.
 
PAPIER FILIGRANÉ, NE PAS ACCEPTER SANS VÉRIFIER LA PRÉSENCE DU FILIGRANE.  POUR CE FAIRE, PLACER Á LA LUMIÉRE.
 
Exhibit 4.2

 
For Ministry Use Only
 
Ontario Corporation Number
A ('usage exdusif du ministere
 
Numéro de la société en Ontario
 
 
 
 



Form 4
Business Corproations Act

Formule 4
Loi sur les sociétés par actions


ARTICLES OF AMALGAMATION
STATUTS DE FUSION
   
1.
The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS)
 
Denomination sociale de la societe issue de la fusion: (Ecrire en LETTRES MAJUSCULES SEULEMENT) :
   
 
BLACKBERRY LIMITED
   
   
2.
The address of the registered office is:
 
Adresse du siege social :
   
 
2200 UNIVERSITY AVENUE EAST
 
 
Street & Number or R.R. Number & if Multi-Office Building give Room No. /
 
 
Rue et numero ou numero de la R.R. et, s'il s'agit d'un edifice a bureaux, numero du bureau
 
     
 
WATERLOO
ONTARIO
N2K0A7
 
Name of Municipality or Post Office / Nom de la municipalite ou du bureau de poste
 
Postal Code / Code postal
       
3.
Number of directors is:
Nombre d'administrateurs :
Fixed number
Nombre fixe
 
OR   minimum and maximum
OU   minimum et maximum
1
15
       
4.
The director(s) is/are: /Administrateur(s) :
   
 
First name, middle names and surname
Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code
Resident Canadian State 'Yes' or 'No'
 
Pronom, autres pronoms et nom de famille
Domicile elu, y compris la rue et le numero ou le numero de la R.R., le nom de la municipalitd, la province, le pays et le code postal
Resident canadien Oui/Non
       
 
RICHARD LYNCH
108 AUTUMN TRACE, NEW HOPE
PENNSYLVANIA, 18938
UNITED STATES OF AMERICA
NO
 
ROGER MARTIN
1 ST. THOMAS STREET, SUITE 12C,
TORONTO, ONTARIO M5S 3M5
YES
 
BERT NORDBERG
12 JAKOB NILGATAN, MALMO SCANIA,
SWEDEN 21121
NO
 
BARBARA STYMIEST
33 SIGHTHILL AVENUE, TORONTO
ONTARIO M4T 2G8
YES
 
TIMOTHY DATTELS
296O VALLEJO STREET, SAN FRANCISCO,
94123
UNITED STATES OF AMERICA
NO


 
 
 


5.
Method of amalgamation, check A or B
 
Methode choisie pour la fusion — Cocher A ou B :
   
A -
Amalgamation Agreement / Convention de fusion :
     
The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.
     
Les actionnaires de chaque societe qui fusionnne ont dument adopte la convention de fusion conformement au paragraphe 176(4) de la Loi sur les societes par actions a la date mentionnee ci-dessous
       
 
or
   
 
ou
   
   
B -
Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d'une societe mere avec une ou plusieurs de ses filiales ou fusion de filiales :
 
  X  
The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below.
     
Les administrateurs de chaque societe qui fusionne ont approuve la fusion par voie de resolution conformement a radicle 177 de la Loi sur les societes par actions a la date mentionnee ci-dessous.
 
     
The articles of amalgamation in substance contain the provisions of the articles of incorporation of
     
Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de
       
   
BLACKBERRY LIMITED
   
and are more particularly set out in these articles.
   
et sont enonces textuellement aux presents statuts.
     
 
Names of amalgamating corporations
Denomination sociale des societes qui fusionnent
Ontario Corporation Number
Numero de la societe en Ontario
Date of Adoption/Approval
Date d'adoption ou d'approbation
     
Year
Month
Day
     
annee
mois
jour
       
 
BLACKBERRY LIMITED
1563642
2013/10/29
       
 
2254771 ONTARIO INC.
2254771
2013/10/30
       


 
 
 


6.
Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.
 
Limites, s'il y a lieu, imposees aux activites commerciales ou aux pouvoirs de la societe.
   
 
None.
   
7.
The classes and any maximum number of shares that the corporation is authorized to issue:
 
Categories et nombre maximal, s'il y a lieu, d'actions que la societe est autorisee a emettre :
   
 
An unlimited number of Preferred Shares;
 
An unlimited number of Common Shares; and
 
An unlimited number of Non-Voting Class A Common Shares
   


 
 
 


8.
Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:
 
Droits, privileges, restrictions et conditions, s'il y a lieu, rattaches a chaque categorie d'actions et pouvoirs des administrateurs relatifs a chaque categorie d'actions qui peut etre &Ilse en serie :
   
 
The rights and privileges, restrictions and conditions attaching to the shares of the Corporation are as follows:
 
 
A.  The rights, privileges, restrictions and conditions attaching to the Common Shares of the Corporation are as follows:
 
 
(i)
 
Notice of Meetings and Voting
 
   
Each holder of Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings at which only holders of other classes or series of shares are entitled to attend, and at all such meetings shall be entitled to one vote in respect of each Common Share held by such holder.
 
 
(ii)
 
Dividends
 
   
The holders of the Common Shares shall be entitled to receive dividends if and when declared by the directors.
 
 
(iii)
 
Liquidation, Dissolution
 
   
In the event of any liquidation, dissolution or winding-up of the Corporation or other distribution of property or assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of Common Shares shall be entitled, subject to the rights of holders of shares of any class ranking prior to the Common Shares, to receive the remaining property or assets of the Corporation.
 
 
B.  The rights, privileges, restrictions and conditions attached to the Non-Voting Class A Common Shares of the Corporation as a class are as follows:
 
 
(i)
 
Dividends
 
   
All dividends which the directors may determine to declare and pay in any financial year of the Corporation shall be declared and paid in equal amounts per share on all the Non-Voting Class A Common Shares and the Common Shares at the time outstanding without preference or distinction.
 
 
(ii)
 
Liquidation, Dissolution, etc.
 
   
Subject to the rights of holders of any class of shares ranking prior to the Non-Voting Class A Common Shares and Common Shares, in the event of any liquidation, dissolution or winding-up of the Corporation or other distribution of property or assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Non-Voting Class A
 
 
 
 
 
 
   
Common Shares and of the Common Shares shall be entitled to receive the remaining assets of the Corporation rateably on a per share basis without preference or distinction.
 
 
(iii)
 
Voting Restrictions – Non-Voting Class A Common Shares
 
   
Except as provided by law, and as hereinafter specifically provided, the holders of the Non-Voting Class A Common Shares shall not be entitled to receive notice of any meetings of the holders of the Common Shares and shall not be entitled to attend any such meetings and shall not be entitled to vote thereat.  Each such holder shall be entitled to received notice of and to attend any meetings of the shareholders called for the purpose authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all the property of the Corporation other than in the ordinary course of business of the Corporation and, at any such meeting, shall be entitled to one vote in respect each Non-Voting Class A Common Share on any resolution to approve such dissolution, sale, lease or exchange.
 
 
(iv)
 
Automatic Conversation of Non-Voting Class A Common Shares into Common Shares
 
   
On the date that the Corporation receives a receipt for a (final) prospectus from the Ontario Securities Commissions (the “Final Receipt Date”) in respect of an offering of Common Shares or securities convertible into Common Shares and becomes a reporting issuer within the meaning of the Securities Act (Ontario) all of the then issued and outstanding Non-Voting Class A Common Shares  of the Corporation shall be automatically converted into Common Shares of the Corporation having the rights, privileges, terms, conditions and restrictions of the Common Shares contained herein, on the basis of one (1) Common Share for each issued and outstanding Non-Voting Class A Common Share without the requirement or necessity of any further action on the part of the Corporation or any holder.  Forthwith following the Final Receipt Date, and against delivery by the holders of Non-Voting Class A Common Shares of the original certificates evidencing their Non-Voting Class A Common Shares, the Corporation shall cause share certificates  evidencing such Common Shares to be executed and delivered to such holders, provided that the certificates evidencing such Common Shares shall bear such legend as the Corporation deems to be necessary or desirable to evidence any restrictions on the transfer or resale of such securities imposed by the Corporation pursuant to the provisions of any applicable securities or other laws.
 
 
C.  The rights, privileges, restrictions and conditions attached to the Preferred Shares of the Corporation as a class are as follows:
 
 
(i)
 
Preferred Shares may at any time or from time to time be approved for issuance and be issued by the directors in one or more series.  Prior to the issue of the shares of any such series, the directors shall, subject to the limitations set out below, fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, such series including, without limitation:
 
   
(a)
 
the rate, amount or method of calculation of dividends, if any, and whether the same are subject to adjustments;
 
   
(b)
 
whether such dividends are cumulative, partly cumulative or non-cumulative.
 
 
 
 
 
 
 
   
(c)
 
the dates, manner and currency of payments of dividends and the dates from which dividends accrue or become payable;.
 
   
(d)
 
if redeemable, retractable or purchasable, the redemption, retraction or purchase prices and the terms and conditions of redemption, retraction or purchase, with or without provision for sinking or similar funds;
 
   
(e)
 
any conversions, exchange or reclassification rights; and
 
   
(f)
 
any other rights, privileges, restrictions and conditions not inconsistent with these provisions; the whole being subject to the receipt by the Director under the Business Corporations Act (Ontario) of articles of amendment  designating and fixing the number of Preferred Shares in such series and setting forth the rights, privileges, restrictions and conditions attached to such series of Preferred Shares and the issue by the Director of a  certificate of amendment with respect to the articles of amendment so filed.
 
 
(ii)
 
The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary or any other distribution of the assets or property of the Corporation among its shareholders for the purpose of winding up its affairs, rank and be entitled to a preference over the Common Shares and the Non-Voting Class A Common Shares and the shares of any class ranking junior to the Preferred Shares.
 
 
(iii)
 
Except as provided in the Act or otherwise at law, the holders of the Preferred Shares shall not be entitled as such to receive notice of or to attend or vote at any meeting of the shareholders of the Corporation.
 
 
(vi)
 
The holders of the shares of a class or of a series of Preferred Shares of the Corporation are not entitled to vote separately as a class or series to vote separately as a class or series and are not entitled to dissent, upon a proposal to amend the articles to:
 
   
(a)
 
increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class series having rights or privileges equal or superior to the shares of such class or series;
 
   
(b)
 
effect an exchange, reclassification or cancellation of the shares of such class or series; or
 
   
(c)
 
subject to the exceptions contained in the Act, create a new class or series of shares equal or superior to the shares of such class or series.
 
 
(v)
 
The holders of Preferred Shares shall not, as such, have any pre-emptive right to subscribe for, purchase or receive any part of any issue of securities of the Corporation now or hereafter authorized.
 

 

 
 
 


9.
The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:
 
L'emission, le transfert ou la propriete d'actions est/n'est pas restreint. Les restrictions, s'il y a lieu, sont les suivantes :
   
 
None.
   
10.
Other provisions, (if any):
 
Autres dispositions, s'il y a lieu :
   
 
None.
   
11.
The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule "A".
 
Les declarations exigees aux termes du paragraphe 178(2) de la Loi sur les societes par actions constituent l'annexe A.
   
12.
A copy of the amalgamation agreement or directors' resolutions (as the case may be) is/are attached as Schedule "B".
 
Une copie de la convention de fusion ou les resolutions des administrateurs (selon le cas) constitue(nt) l'annexe B.



 
 
 

These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing officer can sign on behalf of the corporation. / Nom et signature originale d'un administrateur ou d'un signataire autorise de chaque societe qui fusionne. Indiquer la denomination sociale de chaque societe, le nom du signataire et sa fonction (p. ex. : president, secretaire). Seul un administrateur ou un dirigeant habilite peut signer au nom de la societe.

BLACKBERRY LIMITED
   
     
Names of Corporations / Denomination sociale des societies
   
By/ Par
       
/S/ BRIAN BIDULKA
 
BRIAN BIDULKA
 
CHIEF FINANCIAL OFFICER
Signature / Signature
 
Print name of signatory / Nom du signataire en lettres moulees
 
Description of Office / Fonction
     
2254771 ONTARIO INC.
   
     
Names of Corporations / Denomination sociale des societies
   
By/ Par
       
/S/ JAMES YERSH
 
JAMES YERSH
 
 
SECRETARY
Signature/Signature
 
Print name of signatory / Nom du signataire en lettres moulees
 
Description of Office / Fonction
         
     
Names of Corporations / Denomination sociale des societies
   
By/ Par
       
         
Signature/Signature
 
Print name of signatory / Nom du signataire en lettres moulees
 
Description of Office / Fonction
         
     
Names of Corporations / Denomination sociale des societies
   
By/ Par
       
         
Signature/Signature
 
Print name of signatory / Nom du signataire en lettres moulees
 
Description of Office / Fonction


 
 
 

Schedule “A”

STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

I, Brian Bidulka, of the City of Burlington, in the Province of Ontario, Chief Financial Officer of BlackBerry Limited, one of the amalgamating corporations (hereinafter call the “ Corporation ”), hereby certify and state as follows:

There are reasonable grounds for believing that:

 
1.
the Corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due;

 
2.
the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes; and

 
3.
no creditor will be prejudiced by the amalgamation.

 
4.
the Corporation has not received notice from any Creditor of the Corporation objecting to the amalgamation.

DATED:  October 30, 2013



 
/s/ Brian Bidulka
 
Brian Bidulka
 
Chief Financial Officer
 

 
 
 

STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

I, James Yersh, of the City of Kitchener, in the Province of Ontario, director of 2254771 Ontario Inc., one of the amalgamating corporations (hereinafter call the “Corporation”), hereby certify and state as follows:

There are reasonable grounds for believing that:

 
5.
the Corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due;

 
6.
the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes;

 
7.
no creditor will be prejudiced by the amalgamation; and

 
8.
the Corporation has not received notice from any Creditor of the Corporation objecting to the amalgamation.

DATED:  October 30, 2013



 
/s/ James Yersh
 
James Yersh
 
Director
 

 
 
 
 
Schedule “B”

CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS

OF

BLACKBERRY LIMITED
(the “ Corporation ”)


WHEREAS the Corporation is the holding corporation of its wholly-owned subsidiary 2254771 Ontario Inc. (the “ Subsidiary ”);

AND WHEREAS Subsection 177(1) of the Business Corporations Act (Ontario) (the “ Act ”) allows for the amalgamation of a holding corporation and one or more of its subsidiary corporations to occur without a vote of the shareholders of the amalgamating corporations and without the entering into of an amalgamation agreement;

AND WHEREAS the Board has determined that it is advisable and in the best interests of the Corporation to amalgamate with the Subsidiary pursuant to Subsection 177(1) of the Act;

NOW THEREFORE BE IT RESOLVED THAT:

 
1.
the amalgamation of the Corporation and the Subsidiary and their continuance as an amalgamated corporation (the “ Amalgamated Corporation ”) pursuant to Subsection 177(1) of the Act be, and hereby is, approved;

 
2.
upon the endorsement of the certificate on the articles of amalgamation pursuant to Section 178 of the Act, the shares in the capital of the Subsidiary shall be cancelled without any repayment of capital in respect thereof;

 
3.
the articles of amalgamation of the Amalgamated Corporation shall be the same as the articles of the Corporation and the by-laws of the Amalgamated Corporation shall be the same as the by-laws of the Corporation;

 
4.
no securities shall be issued and no assets shall be distributed by the Amalgamated Corporation in connection with such amalgamation; and

 
5.
any director or officer of the Corporation be, and hereby is, authorized, empowered and directed to execute, deliver, file and register all such documents, instruments and further assurances and to take all such action as such officer may determine to be necessary or desirable to give effect to the foregoing resolutions and to the amalgamation hereinbefore approved, the execution, delivery, filing or registering of any such document or instruments and the taking of any such action to be conclusive evidence of such determination and the approval of such action or document by such director or officer (and accordingly by this Board).
 
 
 
 
 
I HEREBY CERTIFY that the foregoing is a true copy of a resolution passed by the directors of BlackBerry and that the same is still in force and unamended.

DATED October 30, 2013.



 
/s/ Phil Kurtz
 
Phil Kurtz
 
Deputy GC & Assistant Corp. Secretary


 
 
 

RESOLUTION OF THE BOARD OF DIRECTORS

OF

2254771 ONTARIO INC.
(the “ Corporation ”)


AMALGAMATION

WHEREAS the Corporation is a wholly-owned subsidiary of its holding corporation, BlackBerry Limited (the “ Holding Corporation ”);

AND WHEREAS Subsection 177(1) of the Business Corporations Act (Ontario) (the “ Act ”) allows for the amalgamation of a holding corporation and one or more of its subsidiary corporations to occur without a vote of the shareholders of the amalgamating corporations and without the entering into of an amalgamation agreement;

WHEREAS the Board has determined that it is advisable and in the best interests of the Corporation to amalgamate with the Holding Corporation pursuant to Subsection 177(1) of the Act;

NOW THEREFORE BE IT RESOLVED THAT:

 
1.
the amalgamation of the Corporation and the Subsidiary and their continuance as an amalgamated corporation (the “ Amalgamated Corporation ”) pursuant to Subsection 177(1) of the Act be, and hereby is, approved;

 
2.
upon the endorsement of the certificate on the articles of amalgamation pursuant to Section 178 of the Act, the shares in the capital of the Corporation shall be cancelled without any repayment of capital in respect thereof;

 
3.
the articles of amalgamation of the Amalgamated Corporation shall be the same as the articles of the Corporation and the by-laws of the Amalgamated Corporation shall be the same as the by-laws of the Corporation;

 
4.
no securities shall be issued and no assets shall be distributed by the Amalgamated Corporation in connection with such amalgamation;

 
5.
any director or officer of the Corporation be, and hereby is, authorized, empowered and directed to execute, deliver, file and register all such documents, instruments and further assurances and to take all such action as such officer may determine to be necessary or desirable to give effect to the foregoing resolutions and to the amalgamation hereinbefore approved, the execution, delivery, filing or registering of any such document or instruments and the taking of any such action to be conclusive evidence of such
 
 
 
 
 
 
5.
determination and the approval of such action or document by such director or officer (and accordingly by this Board); and
 
 
6.
This resolution may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and shall be deemed to bear the date set out below.

Pursuant to the provisions of the Business Corporations Act (Ontario), the foregoing resolution is hereby passed by the directors of the Corporation as evidenced by the signatures hereto.

DATED October 30, 2013.


/s/ Brian Bidulka
 
/s/ James Yersh
Brian Bidulka
 
James Yersh
     
     
/s/ Roger Witteveen
   
Roger Witteveen
   
Exhibit 5.1
 
 
 
 
 
   
December 20, 2013
 
BlackBerry Limited
 
2200 University Avenue East
 
Waterloo, Ontario
 
N2K 0A7
 
Dear Sirs/Mesdames:
 
We have acted as Canadian counsel for BlackBerry Limited, an Ontario corporation (the” Company” ) in connection with the filing by the Company of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), to register 6,000,000   common shares (the “ Common Shares ”) of the Company, which may be issued by the Company pursuant to the BlackBerry Limited Equity Incentive Plan (the “ Plan ”).
 
We have made such investigations and have examined such corporate records of the Company and other documents as we considered necessary or relevant for our opinion, including:
 
 
(a)
a certified copy of the articles of amalgamation and by-laws of the Company;
 
 
(b)
a certified copy of the resolution of the Company’s board of directors approving the Plan;
 
 
(c)
a certified copy of the resolution of the Company’s shareholders approving the Plan; and
 
 
(d)
the Plan.
 
 
 
 
 
 
 
For the purposes of this opinion, we have assumed, with  respect to all documents examined by us, (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, notarial or photostatic copies, (ii) the identity and capacity of all individuals acting or purporting to act as public officials, and (iii) that any party to any agreement or instrument referred to herein who is a natural person has the legal capacity to enter into, execute and deliver such agreement or instrument and has not entered into, executed or delivered the same under duress or as a result of undue influence.
 
We have assumed that all Common Shares issued under the Plan will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Company would have received if the Common Shares had been issued for money.
 
Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.
 
We are qualified to practice law only in the Province of Ontario. We express no opinion as to the laws of any jurisdiction other than those of the Province of Ontario and the federal laws of Canada applicable therein in effect on the date hereof.
 
Based on and subject to the foregoing, we are of the opinion that the Common Shares to be issued pursuant to the Plan, if and when issued in accordance with the terms and conditions of the Plan, will be validly issued as fully paid and non-assessable shares of the Company.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm name therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
 
Yours truly,
 
 
/s/ Torys LLP
 
 
Torys LLP
 
 
Exhibit 23.2
 
 
 
CONSENT OF
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Company’s registration of 6,000,000 common shares of the Company, which may be issued by the Company pursuant to the Blackberry Limited Equity Incentive Plan, of our reports dated March 28, 2013, with respect to the consolidated financial statements of BlackBerry Limited and the effectiveness of internal control over financial reporting of BlackBerry Limited included in its Annual Report (Form 40-F) for the year ended March 2, 2013, filed with the Securities and Exchange Commission.
 
 
 
/s/Ernst & Young LLP
 
Kitchener, Canada,
 
Chartered Accountants
 
December 20 , 20 1 3 .
 
Licensed Public Accountants