29 June 2007
JA Solar Holdings Co., Ltd. Jinglong Industrial Park Jinglong Street Ninjin, Hebei Province 055550 The People’s Republic of China | DIRECT LINE: E-MAIL: OUR REF: YOUR REF: | (852) 2842 9523 Hanifa.Ramjahn@conyersdillandpearman HR/rc/240536
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Dear Sirs,
JA Solar Holdings Co., Ltd. (the “Company”)
We have acted as special legal counsel in the Cayman Islands to the Company in connection with a Registration Statement on Form S-8 (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) filed with the Securities and Exchange Commission (the "Commission") on 29 June 2007 relating to the registration under the United States Securities Act of 1933, as amended (the "Securities Act") of 12,099,000 ordinary shares, par value US$0.0001 per share (the "Ordinary Shares"), issued and issuable pursuant to JA Solar Holdings Co., Ltd. 2006 Stock Incentive Plan (the “2006 Plan”, 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).
For the purpose of giving this opinion, we have examined copies of the Registration Statement and the 2006 Plan. We have also reviewed (1) the second amended and restated memorandum of association and the second amended and restated articles of association of the Company, (2) copies of written resolutions of the sole member of the Company dated 30 August 2006, written resolutions of the sole director of the Company dated 30 August 2006 and written resolutions of all the directors of the Company dated 28 March 2007 (collectively, the "Resolutions") and (3) such other documents, and made such enquires 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) of all documents examined by us and the authenticity and completeness of the originals from which
such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and the 2006 Plan and other documents reviewed by us, (c) that the Resolutions remain in full force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, and (e) that, upon the issue of any Ordinary
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29 June 2007
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Shares, the Company will receive consideration for the exercise price thereof which shall be equal to at least the par value thereof.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Ordinary Shares by the Company pursuant to the 2006 Plan 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:
1. | The Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands). |
2. | When issued and paid for in accordance with the terms of the 2006 Plan, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 promulgated thereunder.
Yours faithfully
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman