Exhibit 5.1
Direct line: +1 284 852 7309
Direct Email: michael.killourhy@ogier.com
12 October 2017
China Lending Corporation
11th Floor, Satellite Building
473 Satellite Road
Economic Technological Development Zone
Urumqi, Xinjiang, China
Dear Sirs
China Lending Corporation (the Company)
We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement on Form F-1 (registration number 333-218232), such form including all amendments or supplements to such form filed with the Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Act) being hereafter referred to as theRegistration Statement, related to the registration of: (i) the sale of 2,228,572 ordinary shares of no par value in the Company (theOrdinary Shares) by the selling shareholders listed in the Registration Statement (theSelling Shareholders, and such Ordinary Shares, theSelling Shareholder Shares); and (ii) 2,420,260 warrants to purchase Ordinary Shares in the Company (theWarrants), and (iii) 1,210,130 Ordinary Shares in the Company issuable upon exercise of the Warrants (theWarrant Shares and, together with the Selling Shareholder Shares, theShares).
1 | Documents |
In preparing this opinion, we have reviewed copies of the following documents:
(a) | the Registration Statement; | |
(b) |
Ogier
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British Virgin Islands
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ogier.com | A list of Partners may be inspected on our website |
(i) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 23 May, 2017; |
(ii) | the public information revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Company’s incorporation, maintained by the British Virgin Islands’ High Court Registry on 23 May, 2017; | |
(each of the searches in (b)(i) and (ii) together and in the case of the searches in b(i) and b(ii) as updated on 24 May, 2017 and 28 June, 2017 and in the case of the search at b(i) only on 11 October (thePublic Records); |
(iii) | a registered agent’s certificate (theRegistered Agent’s Certificate) issued by the Company’s registered agent dated 10 October 2017 providing, amongst other things, information as to the directors and shareholders of the Company as at such date; |
(iv) | the register of outstanding shares of the Company (theShare Register) as at 1 June 2017 as maintained by Continental Stock Transfer & Trust Company as share registrar and transfer agent of the Company (together with a copy or extract of that register showing those shares issued pursuant to the June Dividend (as defined below in 2(e))); |
(v) | minutes of meetings of the board of directors of the Company or written resolutions of the directors of the Company containing resolutions of the directors of the Company dated 16 September 2014, 29 September 2014, 30 September 2014, 26 May 2016, 28 June 2016, 5 July 2016, 29 July 2016, 11 December 2016, 25 February 2017 and 25 May 2017 respectively and written resolutions of the members of the compensation committee of the board of directors of the Company dated 23 September 2016 (all such minutes and board and committee resolutions together, theDirectors’ Resolutions); and |
(vi) | copies of those documents which are specifically defined as “Documents” and referred to as having been reviewed by the directors in the Directors’ Resolutions and such other documents as in our judgment were necessary to enable us to render the opinions expressed below. |
We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.
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2 | Assumptions |
This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent’s Certificate without further enquiry and upon the following assumptions, which we have not independently verified:
(a) | copies of documents or records provided to us are true copies of the originals which are authentic and complete; |
(b) | all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same; |
(c) | the Resolutions remain in full force and effect; |
(d) | the accuracy and completeness of the Registered Agent’s Certificate as at the date thereof (and that the persons named therein as directors of the Company all remain as at the date hereof as the only directors of the Company – and in that respect we note the length of the period between that date and the date hereof) and the Share Register as at the date thereof, and that the Share Register acts as the principal share register of the Company; |
(e) | that, as represented to us by the Company, no additional shares have issued by the Company since the issue of those certain shares (theJune Dividend Shares) issued pursuant to a dividend (theJune Dividend) of the Company paid in shares in June 2017 and that such June Dividend Shares were issued pursuant to the dividend policy of the Company as set out in those minutes of meeting of the board of directors of the Company held on 22 February 2017 (as included in the Director Resolutions); |
(f) | the information and documents disclosed by the searches of the Public Records was and remains accurate, up-to-date and remains unchanged as at the date hereof (it being noted that it has not been possible to update the High Court Search to the present date due to process delays following the effects of the recent Caribbean hurricanes) and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records. |
3 | Opinion |
Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:
(a) | The Selling Shareholder Shares are validly issued, fully paid and non-assessable Ordinary Shares in the Company. |
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(b) | The Warrants were duly and validly issued and are legally valid binding obligations of the Company, enforceable against the Company in accordance with their terms. |
(c) | Upon exercise of the Warrants in accordance with their respective terms (including, without limitation, the payment to the Company of the exercise price for the Warrant Shares), the Warrant Shares will be validly issued, fully paid and non-assessable Ordinary Shares in the Company. |
4 | Limitations |
We offer no opinion:
(a) | in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws); |
(b) | in relation to any representation or warranty made or given by the Company in the Registration Statement; or |
(c) | as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement. |
5 | Governing Law and Reliance |
This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the “Legal Matters” section of the prospectus included in the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Yours faithfully
/s/ Ogier |
Ogier
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