Exhibit 5.1
 | CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com |
| 31 January 2022 |
| Matter No.834956 |
| Doc Ref: 107780697 |
| 852 2842 9530 |
| Richard.Hall@conyers.com |
GUARDFORCE AI CO., LIMITED
10 Anson Road
#28-01 International Plaza
Singapore 079903
| Re: | GUARDFORCE AI CO., LIMITED 卫安智能有限公司 (the “Company”) |
We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (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) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of (i) 7,919,997 Ordinary Shares par value US$0.003 each (the “Ordinary Shares”) of the Company (the “Sale Shares”) of the Company, and (ii) 11,879,993 Ordinary Shares issuable upon exercise of certain warrants (“Warrants”) granted to certain investors (“Warrant Shares”).
For the purposes of giving this opinion, we have examined the following document(s):
| 1.1. | a copy of the Registration Statement; and |
| 1.2. | a draft of the Warrants. |
The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We have also reviewed:
| 1.3. | a copy of the Memorandum and Articles of Association of the Company, each certified by the Secretary of the Company on 28 January 2022; |
| 1.4. | copies of written resolutions of its directors dated 18 January 2022 (the “Resolutions”); |
Partners: Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Michael J. Makridakis,
Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo
Consultant: David M. Lamb
BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
| 1.5. | a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 26 January 2022 (the “Certificate Date”); |
| 1.6. | a copy of the register of members of the Company certified by Vstock Transfer LLC on 26 January 2022 (the “Certified Register of Members”); and |
| 1.7. | 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:
| 2.1. | 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; |
| 2.2. | that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3. | the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; |
| 2.4. | 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; |
| 2.5. | 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; |
| 2.6. | that upon issue of any Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof less any underwriting discounts and expenses, which shall be equal to at least the par value thereof; and |
| 2.7. | 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 the Commission |
| 3.1. | 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 your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. |
On the basis of and subject to the foregoing, we are of the opinion that:
| 4.1. | The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Act, a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act. |
| 4.2. | Based solely on our review of the memorandum of association of the Company, the authorised share capital of the Company is US$900,000.00 divided into 300,000,000 ordinary shares of a nominal or par value of USD0.003 each |
| 4.3. | Based solely on our review of the Certified Register of Members, the Sale Shares are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
| 4.4. | When issued and paid for as contemplated by the Registration Statement, the Warrant Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
| 4.5. | The Company has taken all corporate action required to authorise its execution, delivery and performance of the Warrants. |
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 captions “Enforcement of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit 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
conyers.com / 3
