Our Ref: MNG.632216.001
Direct: +1 284 852 3038
E-mail: matthew.gilbert@maplesandcalder.com
China Cablecom Holdings, Ltd.
17 State Street
Suite 1600
New York, NY 10004
U.S.A.
30 April 2008
Dear Sirs
China Cablecom Holdings, Ltd. (the "Company")
We are lawyers licensed and qualified to practice law in the British Virgin Islands. We have been asked to provide this legal opinion in connection with the resale of up to 2,066,680 Ordinary Shares in the Company, with a par value of $0.0005, being offered by the Selling Shareholders (as defined in the Registration Statement) as registered under the United States Securities Act of 1933, as amended, (the “Securities Act”), pursuant to the Registration statement, on Form S-1, provided to us (the “Registration Statement”) as filed by the Company with the United States Securities and Exchange Commission (“SEC”):
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The written resolutions of the board of directors of the Company dated 17 April 2008 (the “Resolutions”). |
| 1.2 | A registered agent’s certificate dated 30 April 2008, issued by Maples Finance BVI Limited, the Company’s registered agent, (a copy of which is attached as Annexure A) (the “Registered Agent’s Certificate”). |
| 1.3 | A certificate from a Director of the Company (the “Director’s Certificate”). |
| 1.4 | The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 29 April 2008 including: |
| | (a) | the Company’s Certificate of Incorporation; and |
| | (b) | the Company’s amended and restated Memorandum and Articles of Association. |
| 1.5 | The Registration Statement. |
In giving this opinion we have assumed (without further verification) the completeness and accuracy of the Director's Certificate and the Registered Agent’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | The accuracy and completeness of all factual representations expressed in or implied by the documents we have examined. |
| 2.4 | There is nothing under any law (other than the law of the British Virgin Islands) which would or might affect the opinions hereinafter appearing. |
| 2.5 | That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches. |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is a limited liability company duly incorporated under the BVI Business Companies Act, 2004 (the “Act”), in good standing at the Registry of Corporate Affairs and validly existing under the laws of the British Virgin Islands, and possesses the capacity to sue and be sued in its own name. |
| 3.2 | The Company is authorised to issue 41,000,000 shares of the following classes with a par value of US$0.0005 each: |
| | (a) | 40,000,000 ordinary shares (“Ordinary Shares”); and |
| | (b) | 1,000,000 preferred shares (“Preferred Shares”), of which 7,775,106 Ordinary Shares have been issued. |
| 3.3 | The Ordinary Shares have been duly authorised and issued in accordance with the Company's memorandum and articles of association, and are fully paid and non assessable. |
The opinions expressed above are subject to the following qualifications:
| 4.1 | To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs. |
| 4.2 | The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the British Virgin Islands. |
| 4.3 | We reserve our opinion as to the extent to which the courts of the British Virgin Islands would, in the event of any relevant illegality, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard. |
| 4.4 | We make no comment with regard to the references to foreign statutes in the Registration Statement. |
| 4.5 | This opinion is confined to and given on the basis of the laws of the British Virgin Islands at the date hereof and as currently applied by the courts of the British Virgin Islands. We have not investigated and we do not express or imply nor are we qualified to express or imply any opinion on the laws of any other jurisdiction. |
In connection with the above opinion, we hereby consent:
| 5.1 | To the use of our name in the Registration Statement, the prospectus constituting a part thereof and all amendments thereto under the caption “Legal Matters”; and |
| 5.2 | To the filing of this opinion as an exhibit to the Registration Statement. |
This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
| | | | |
| /s/ Maples and Calder | | | |
Maples and Calder | | | |
Annexure A
Registered Agent’s Certificate
