Exhibit 5.1
OPINION OF DLA PIPER LLP (US)
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020-1104
T 212.335.4500
F 212.335.4501
W www.dlapiper.com
June 10, 2016
Net 1 UEPS Technologies, Inc.
President Place, 4th Floor
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
| Re: | Net 1 UEPS Technologies, Inc.-- Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Net 1 UEPS Technologies Inc., a Florida corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form S-3 (as amended, the “Registration Statement”) by the Company with the Securities and Exchange Commission (the “Commission”) on June 10, 2016, to which this opinion has been filed as an exhibit. The Registration Statement relates to the offer and sale by certain selling shareholders from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), up to a total amount of 9,984,311 shares of the Company’s common stock, $0.001 par value per share (the “Shares”).
In providing this opinion, we have relied as to certain matters on information obtained from public officials and officers of the Company.
In rendering the opinions set forth below, we have further assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; and (iv) each natural person signing any document reviewed by us had the legal capacity to do so.
We have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.
Based upon such examination and subject to the further assumptions, qualifications and limitations contained herein, we are of the opinion that the Shares have been duly authorized, were validly issued, and are fully paid and nonassessable.
The foregoing opinion is qualified to the extent that the enforceability of any document, instrument or the Shares may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.
Net 1 UEPS Technologies, Inc.
June 10, 2016
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to DLA Piper LLP (US) under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not admit 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.
Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.
Very truly yours,
/s/ DLA Piper LLP (US)
