Exhibit 5.1
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Registered Foreign Law Firm | ||
Floor 35, Room 3507 | ||
Edinburgh Tower, The Landmark | ||
15 Queen’s Road Central | ||
Hywin Holdings Ltd. | Hong Kong | |
Floor 4, Willow House, | ||
Cricket Square, Grand Cayman KY1-9010 | D +852 3708 3020 | |
Cayman Islands | T +852 3708 3000 | |
F +852 3706 5408 | ||
E jnip@campbellslegal.com | ||
8 October 2021 | campbellslegal.com | |
Our Ref: 18311-31074 | ||
Your Ref: | ||
Dear Sirs | ||
CAYMAN | BVI | HONG KONG | ||
Hywin Holdings Ltd.
We have acted as Cayman Islands counsel to Hywin Holdings Ltd. (the "Company") in connection with the Company’s registration statement on Form S-8 including all amendments or supplements thereto (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), to be filed with the United States Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended (the "Act") relating to the registration of 2,250,000 ordinary shares of par value US$0.0001 per share (the "Issued Shares") held by Upright Partner Limited as of the date of this opinion; and 5,000,000 ordinary shares of par value US$0.0001 per share (the "Shares") issuable upon exercise of options and pursuant to other award granted under the 2020 Share Incentive Plan adopted by the directors of the Company on 6 December 2020 and 7 October 2021 (the "2020 Plan", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts or conformed copies of the following documents:
1.1 | The 2020 Plan. |
1.2 | The Registration Statement. |
1.3 | The amended and restated memorandum and articles of association of the Company adopted by special resolution on 18 March 2021 and effective immediately prior to the completion of the Company’s initial public offering of American Depositary Shares on the Nasdaq Capital Market (the "Memorandum and Articles"). |
1.4 | The minutes of the meeting of the board of directors of the Company dated 6 December 2020 and 7 October 2021, approving, among others, the adoption of the 2020 Plan (collectively, the " Resolutions"). |
Resident Hong Kong Partners: Shaun Folpp (British Virgin Islands) and Jenny Nip (England and Wales)
Non-Resident Hong Kong Partner: Robert Searle (Cayman Islands)
Cayman Islands and British Virgin Islands
1.5 | The written resolutions of the directors of the Company dated 21 July 2020 approving, among others, the transfer of 2,250,000 ordinary shares of par value US$0.0001 each of the Company from Vigor Advance Limited to Upright Partner Limited (the "21 July 2020 Directors Resolutions"). |
1.6 | The register of members of the Company dated 6 October 2021 (the "Register of Members"). |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of 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 | Where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us. |
2.3 | The Memorandum and Articles remain in full force and effect and are unamended. |
2.4 | The genuineness of all signatures, initials and seals. |
2.5 | There is nothing under any law (other than the law of the Cayman Islands) and there is nothing contained in the minute book or corporate records of the Company (which we have not inspected), which would or might affect the opinions set out below. |
2.6 | The Resolutions and the 21 July 2020 Directors Resolutions were duly passed in the manner prescribed in the memorandum and articles of association of the Company effective at the relevant time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect |
2.7 | Upon the issue of any Issued Shares or Shares, the Company had received or will receive (as the case may be) consideration which shall be equal to at least the par value of such Issued Shares or Shares (as the case may be). |
2.8 | There is nothing under the listing rules of the Nasdaq Global Market which would require the approval of shareholders of the Company for the adoption of the 2020 Plan and the issuance of Shares thereunder. |
3 | Opinion |
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 Shares to be issued by the Company have been duly and validly authorised. |
3.2 | When issued and paid for in accordance with the terms of the 2020 Plan and in accordance with the Resolutions, the Shares will be legally issued, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
3.3 | Based solely on the Register of Members and the 21 July 2020 Directors Resolutions, the transfer of the Issued Shares from Vigor Advance Limited to Upright Partner Limited on 21 July 2020 was duly authorized by the Company pursuant to the then memorandum and articles of association of the Company. |
4 | Qualifications |
4.1 | In this opinion the phrase "non-assessable" means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
4.2 | Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions which are the subject of this opinion. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully | |
/s/ Campbells | |
Campbells |