Exhibit 8.1
 | CONYERS DILL & PEARMAN |
| |
| 29th Floor |
| One Exchange Square |
| 8 Connaught Place |
| Central |
| Hong Kong |
| |
| T +852 2524 7106 | F +852 2845 9268 |
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| conyers.com |
20 July 2021
Matter No.829726
Doc Ref: 107278868
852 2842 9530
Richard.Hall@conyers.com
Intelligent Living Application Group Inc.
Unit 2, 5/F, Block A, Profit Industrial Building
1-15 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
Attn: the board of directors
Dear Sir/Madam,
Re: Intelligent Living Application Group Inc. (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-1 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 Ordinary Shares par value US$0.0001 each (the “Ordinary Shares”) of the Company.
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 prospectus (the “Prospectus”) contained in the Registration Statement which is in substantially final form. |
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 20 July 2021; and |
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
| 1.4. | 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 reviewed by us; |
| 2.4. | the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and |
| 2.5. | that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion. |
| 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 the statements under the caption “Taxation — Cayman Islands Taxation” in the Prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the reference of our name in the Prospectus forming 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
