Exhibit 5.1
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Partners: Paul Aherne ** Joanne Collett * Mark Cummings ***** James Gaden **** Amelia Hall * Timothy Haynes *** Kristen Kwok ** Wing Yee Lit * Callum McNeil ** Alice Molan ****** Andrew Randall ** Rupen Shah * Denise Wong * | | 22 November 2019 LIZHI INC. Suite#4-210, Governors Square 23 Lime Tree Bay Avenue, PO Box 32311 Grand CaymanKY1-1209 Cayman Islands Dear Sirs LIZHI INC. | | Our Ref: JWYL/THTW/L3274-H18883 |
We have acted as Cayman Islands legal advisers to LIZHI INC.(the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, relating to the offering by the Company of American Depositary Shares representing the Company’s Class A Ordinary Shares of a par value of US$0.0001 each (the “Class AOrdinary Shares”). We are furnishing this opinion as exhibit 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.
In giving this opinion we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion, of the Director’s Certificate (as defined in Schedule 1) and the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands (the “Registrar”). |
| 2. | Based on our review of the Amended and Restated M&A (as defined in Schedule 1), the authorised share capital of the Company, effective immediately prior to completion of the Company’s initial public offering of ADSs representing its Class A Ordinary Shares, will be US$150,000 divided into 1,500,000,000 shares of par value of US$0.0001 each; comprising (a) 855,080,113 Class A Ordinary Shares of par value of US$0.0001 each; (b) 231,215,000 Class B Ordinary Shares of par value of US$0.0001 each and (c) 413,704,887 shares of US$0.0001 each of such Class or Classes (however designated) as the board of directors of the Company may determine in accordance with the Amended and Restated M&A. |
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