BIT Mining Limited (BTCM) 20-F 2017 FY Annual report (foreign)

Exhibit 15.3

北京 上海深圳杭州 廣州 昆明 天津 成都 寧波 福州 西安 南京 南寧 濟南 重慶

BEIJING  SHANGHAI  SHENZHEN  HANGZHOU  GUANGZHOU  KUNMINTG  TIANJIN  CHENGDU  NINGBO  FUZHOU  XI’AN  NANJING  NANNING  JINAN  CHONGQING

蘇州 長沙 太原 武漢 貴陽 烏魯木齊 鄭州 石家莊 香港 巴黎 馬德裡 硅谷 斯德哥尔摩

SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI ZHENGZHOU SHIJIAZHUANG  HONG KONG  PARIS  MADIDRID  SILICON VALLEY STOCKHOLM

深圳市深南大道6008號特區報業大廈22/24/31層  郵編：518009

22/24/31/F, Tequbaoye Building, 6008 Shennan Avenue, Shenzhen, Guangdong Province 518009, China

電話/Tel: (+86)(755) 8351 5666  傳真/Fax: (+86)(755) 8351 5333

網址/Website:http://www.grandall.com.cn  郵箱/Email: grandallsz@grandall.com.cn

April 25, 2018

To: 500.com LIMITED

500.com Building

Shenxianling Sports Center

Longgang District, Shenzhen 518115

People’s Republic of China

Re: Legal Opinion on Certain PRC Law Matters

Dear Sirs or Madams,

A. Introduction

We are lawyers qualified in the People’s Republic of China (the “PRC”, which, for the purpose of this legal opinion, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and as such are qualified to issue a legal opinion on the PRC Laws, regulations or rules effective on the date hereof (the “PRC Laws”).

We are acting as PRC legal counsel for 500.com LIMITED (the “Company”), a company incorporated under the laws of the Cayman Islands to be listed on New York Stock Exchange(“NYSE”), to provide this legal opinion with regard to the Corporate Structure Contracts of the Company.

This legal opinion (the “Opinion”) is furnished pursuant to the instructions of the Company on the captioned matters, and is delivered to the Company for the purposes of the Annual Report of 2017 (the “Annual Report”). The Company may not, without our prior written consent, use this opinion for any other purpose.

B. Definitions and Assumptions

In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows.

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“E-Sun Sky Computer”	means E-Sun Sky Computer (Shenzhen) Co., Ltd. (易讯天空计算机技术（深圳）有限公司)， a company incorporated under the PRC Laws, as wholly owned subsidiary of 500wan HK Limited
“E-Sun Network”	means Shenzhen E-Sun Network Co., Ltd.(深圳市易讯网络有限公司)，a company incorporated under the PRC Laws, as the variable interest entity of the Company
“Governmental Authorizations”	means all approvals, consents, certificates, authorizations, filings, registrations, permissions, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Laws
“Government Agencies”	means any competent government authorities, courts or regulatory bodies of the PRC
“Guangtiandi Technology”	means Shenzhen Guangtiandi Science and Technology Co., Ltd. （深圳市广天地科技有限公司）, a company incorporated under the PRC Laws, as the variable interest entity of the Company
“PRC Authorities”	means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial body in the PRC
“PRC Laws”	means all laws, statutes, regulations, orders, decrees, notices, circulars, judicial interpretations and other legislations of the PRC effective and available to the public as of the date hereof
“PRC Group Entities”	means E-Sun Sky Computer, E-Sun Network, Guangtiandi Technology, Youlanguang Technology, and Tongfu Technology
“Tongfu Technology”	means Shenzhen Tongfu Technology Co., Ltd. (深圳市统付科技有限公司)， a company incorporated under the PRC Laws, as the variable interest entity of the Company
“Youlanguang Technology”	means Shenzhen Youlanguang Science and Technology Co., Ltd. (深圳市优蓝光科技有限公司)， a company incorporated under the PRC Laws, as the variable interest entity of the Company

For the purpose of rendering this opinion, we have reviewed the originals or copies, certified or otherwise identified, of the documents provided to us by the Company and the PRC Group Entities and such other documents, corporate records, certificates, Governmental Authorizations and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, the organizational structure of the Company listed inAppendix A hereof, originals or copies of the agreements listed inAppendix B hereof (the “Corporate Structure Contracts”) and the certificates issued by the PRC Authorities and officers of the Company and the relevant PRC Group Entities (collectively, the “Documents”).

In reviewing the Documents and for the purpose of this opinion, we have assumed without further inquiry:

i. the genuineness of all the signatures, seals and chops;

ii. the authenticity of the Documents submitted to us as originals and the conformity with the originals of the Documents provided to us as copies and the authenticity of such originals;

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iii. the truthfulness, accuracy, completeness and fairness of all the Documents, as well as the factual statements contained in such Documents;

iv. that the Documents provided to us remain in full force and effect up to the date of this opinion and have not been revoked, amended, varied or supplemented except as otherwise indicated in such Documents;

v. that all information provided to us by the Company and the PRC Group Entities in response to our enquiries for the purpose of this opinion is true, accurate, complete and not misleading, and that the Company and the PRC Group Entities have not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part;

vi. that all parties other than the PRC Group Entities have the requisite power and authority to enter into, execute, deliver and perform the Documents to which they are parties;

vii. that all parties other than the PRC Group Entities have duly executed, delivered and performed the Documents to which they are parties, and all parties will duly perform their obligations under the Documents to which they are parties;

viii. that all Governmental Authorizations and other official statement or documentation are obtained from competent PRC Authorities by lawful means in due course; and

ix. that all the Documents are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws.

C. Opinion

Based on our review of the Documents and our understanding of the current PRC Laws and subject to the assumptions above and the Qualifications (as defined below), we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

i. Each of the PRC Group Entities is validly existing with limited liability under the PRC Laws and has full power, authority, legal right and has taken all necessary company actions to authorize to enter into, execute, assume, deliver and perform its obligations under each of the Corporate Structure Contracts to which it is a party and has duly authorized, executed and delivered each of the Corporate Structure Contracts.

ii. Each of the Corporate Structure Contracts is valid and legally binding under the PRC Laws. All Governmental Authorizations required for the PRC Group Entities to perform their respective obligation under the Corporate Structure Contracts have been obtained; and the obligations undertaken by and the rights granted to each party to the Corporate Structure Contracts are legally permissible under PRC Laws.

iii. The execution, delivery and performance by each of the parties of each of the Corporate Structure Contracts does not and will not: (a) conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument governed by the PRC Laws to which it is a party or by which it or any of its properties or assets are bound, except for such conflict, breach, violation or default would not have a Material Adverse Effect; (b) result in any violation of any provision of its articles of association or other constituent documents or business license; or (c) to the best of our knowledge after due inquiry, result in any violation of any of the PRC Laws.

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iv. To our best knowledge after due inquiry, there are no legal, administrative, arbitration or other proceedings which has challenged the legality, effectiveness or validity of the Corporate Structure Contracts and/or the transactions contemplated thereby, individually or taken as a whole, and no such proceedings are threatened or contemplated by any Government Agencies or by any other persons in PRC.

This opinion is subject to the following qualifications (the “Qualifications”):

i. Our opinion is limited to the PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.

ii. The PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

iii. Our opinion is subject to the effects of (a) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (b) any circumstances in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent or coercionary; (c) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages; and (d) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

iv. This opinion is issued based on our understanding of the current PRC Laws. For matters not explicitly provided under the current PRC Laws, the interpretation, implementation and application of the specific requirements under the PRC Laws are subject to the final discretion of competent PRC legislative, administrative and judicial authorities. There are uncertainties regarding the interpretation and application of the PRC Laws, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

v. We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Group Entities and PRC government officials.

This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently. We hereby consent to the use of this opinion in the Annual Report. This opinion is delivered solely to the Company and solely for the purpose of and in connection with the Annual Report on the date of this opinion and may not be relied upon by any other person or used for any other purpose without our prior written consent.

Yours sincerely,

Grandall Law Firm (Shenzhen)

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Appendix A

Organizational Structure of the Company up to Dec. 31, 2017

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Appendix B

List of Corporate Structure Contracts of the Company

1. Exclusive Business Cooperation Agreement entered into between E-Sun Sky Computer and E-Sun Network dated June 1, 2011.

2. Exclusive Option Agreement entered into among E-Sun Sky Computer, E-Sun Network, Yu Bo and Zhang Han dated July 3, 2017.

3. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, E-Sun Network and Yu Bo dated July 3, 2017.

4. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, E-Sun Network and Zhang Han dated July 3, 2017.

5. Confirmation Letter issued by E-Sun Sky Computer to 500wan HK Limited dated July 3, 2017.

6. Financial Support Agreement entered into among 500.com LIMITED, E-Sun Sky Computer, Yu Bo and Zhang Han dated July 3, 2017.

7. Shareholder’s Voting Power Assignment Agreement entered into among E-Sun Sky Computer, E-Sun Network, Yu Bo and Zhang Han dated July 3, 2017.

8. Power of Attorney regarding Shareholder Voting Right issued by Yu Bo to E-Sun Sky Computer dated July 3, 2017.

9. Power of Attorney regarding Shareholder Voting Right issued by Zhang Han to E-Sun Sky Computer dated July 3, 2017.

10. Exclusive Business Cooperation Agreement entered into between E-Sun Sky Computer and Guangtiandi Technology dated June 1, 2011.

11. Exclusive Option Agreement entered into among E-Sun Sky Computer, Guangtiandi Technology and Wang Ying dated June 1, 2011.

12. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Guangtiandi Technology and Wang Ying dated June 1, 2011.

13. Exclusive Option Agreement entered into among E-Sun Sky Computer, Guangtiandi Technology and Yuan Liangdong dated May 2, 2013.

14. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Guangtiandi Technology and Yuan Liangdong dated May 2, 2013.

15. Financial Support Agreement among 500.com LIMITED, E-Sun Sky Computer and Wang Ying dated Dec. 28, 2013.

16. Financial Support Agreement among 500.com LIMITED, E-Sun Sky Computer and Yuan Liangdong dated Dec. 28, 2013.

17. Power of Attorney regarding Shareholder Voting Right issued by Wang Ying to E-Sun Sky Computer dated June 1, 2011.

18. Power of Attorney regarding Shareholder Voting Right issued by Yuan Liangdong to E-Sun Sky Computer dated May 2, 2013.

19. Exclusive Business Cooperation Agreement entered into between E-Sun Sky Computer and Youlanguang Technology dated June 1, 2011.

20. Exclusive Option Agreement entered into among E-Sun Sky Computer, Youlanguang Technology, Yin Zhiwei dated Nov. 18, 2015.

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21. Exclusive Option Agreement entered into among E-Sun Sky Computer, Youlanguang Technology, Yu Bo dated Nov. 18, 2015.

22. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Youlanguang Technology and Yu Bo dated Nov. 18, 2015.

23. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Youlanguang Technology and Yin Zhiwei dated Nov. 18, 2015.

24. Shareholder's Voting Power Assignment Agreement entered into among E-Sun Sky Computer, E-Sun Network, Yu Bo and Yin Zhiwei dated Nov. 18, 2015.

25. Confirmation Letter issued by E-Sun Sky Computer to 500wan HK Limited dated Nov. 18, 2015.

26. Financial Support Agreement entered into among 500.com LIMITED, E-Sun Sky Computer, Yu Bo and Yin Zhiwei dated Nov. 18, 2015.

27. Power of Attorney regarding Shareholder Voting Right issued by Yin Zhiwei to E-Sun Sky Computer dated Nov. 9, 2015.

28. Power of Attorney regarding Shareholder Voting Right issued by Yu Bo to E-Sun Sky Computer dated Nov. 9, 2015.

29. Exclusive Business Cooperation Agreement entered into between E-Sun Sky Computer and Tongfu Technology dated Dec. 20, 2015.

30. Exclusive Option Agreement entered into among E-Sun Sky Computer, Tongfu Technology, Zhang Jing and Zhang Han dated Dec. 20, 2015.

31. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Tongfu Technology, Zhang Han dated Dec. 20, 2015.

32. Equity Interest Pledge Agreement entered into among E-Sun Sky Computer, Tongfu Technology, Zhang Jing dated Dec. 20, 2015.

33. Shareholder's Voting Power Assignment Agreement entered into among E-Sun Sky Computer, Tongfu Technology, Zhang Jing and Zhang Han dated Dec. 20, 2015.

34. Confirmation Letter issued by E-Sun Sky Computer to 500wan HK Limited dated Dec. 20, 2015.

35. Financial Support Agreement entered into among 500.com LIMITED, E-Sun Sky Computer, Zhang Han and Zhang Jing dated Dec. 22, 2015.

36. Power of Attorney regarding Shareholder Voting Right issued by Zhang Han to E-Sun Sky Computer dated Dec. 20, 2015.

37. Power of Attorney regarding Shareholder Voting Right issued by Zhang Jing to E-Sun Sky Computer dated Dec. 20, 2015.

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