Exhibit 5.1
2 April, 2018
Matter No.:826268
Doc Ref: DML/lm/104058341
852 2842 9511
David.Lamb@conyersdill.com
Sohu.com Limited
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road
Haidian District, Beijing 100190
People’s Republic of China
Dear Sirs,
Sohu.com Limited (the “Company”)
We have acted as special legal counsel in the Cayman Islands to the Company in connection with the public offering on NASDAQ of American depositary shares representing ordinary shares of the Company (the “Shares”) by the Company as described in the joint proxy statement/ prospectus (the “Proxy Statement/Prospectus”) forming part of the Company’s registration statement on FormF-4 (the “Registration Statement”) (which term does not include any exhibits and schedules thereto) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act 1933, as amended (the “Securities Act”) on or about the date hereof.
For the purposes of giving this opinion, we have examined and relied on copies of the following documents: (i) the Registration Statement; (ii) the Proxy Statement/Prospectus; (iii) the Memorandum and Articles of Association of the Company; (iv) written resolutions of the sole director of the Company passed on 2 April, 2018 and written resolutions of the sole member of the Company passed on 2 April, 2018 (collectively, the “Resolutions”), approving,inter alia, the adoption of an amended and restated memorandum of association and of amended and restated articles of association of the Company (together, the “Memorandum and Articles of Association”) to be effective upon such adoption; (v) a copy of the Memorandum and Articles of Association; (vi) a
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certificate of good standing dated 23 March, 2018 (the “Certificate Date”) issued by the Cayman Islands Registrar of Companies; (vii) the certificate of incumbency issued by Maples and Calder (Hong Kong) LLP in respect of the Company dated 29 March, 2018; and (viii) such other documents and made such enquiries 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) 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 other documents reviewed by us; (c) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written 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; (e) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with and declared effective by the Commission; (f) that upon issue of the Shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and (g) that the Proxy Statement/Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.
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 offering of the Shares by the Company 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:
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| 1. | As at the Certificate Date, 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 the 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. | The Shares, when offered and paid for as contemplated by the Registration Statement and the Proxy Statement/Prospectus, will be validly issued, fully paid andnon-assessable (which term means that no further sums are required to be paid by the holders of the Shares in connection with the holding of the Shares). |
| 3. | The statements relating to Cayman Islands law under the caption “Material Tax Considerations—Cayman Islands Tax Considerations” in the Proxy Statement/Prospectus are true and accurate based on current law and practice at the date of this letter and that such statements constitute our opinion. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Proxy Statement/Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
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