Exhibit 5.1
McW. Todman & Co
Barristers and Solicitors
Commissioner for Oaths | Notaries Public
Trade Marks & Patents Agents | Corporate Services | Founder: Dr. McW. Todman, CBE., Q.C
(1923 -1996) |
Our Ref: NSJ/DP/LT/101224
Email: nstjean@mctodman.com
18 December 2024
Lytus Technologies Holdings PTV. Ltd.
Business Centre 1 , M Floor
The Meydan Hotel
Nad Al Sheba , Dubai, UAE
Dear Sirs,
| Re: | LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. (the “Company”) |
We have acted as special counsel to LYTUS TECHNOLOGIES HOLDINGS PTV. LTD., a British Virgin Islands corporation (the "Company"), in connection with the Registration Statement on Form F-1 (the "Registration Statement") originally filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on 12 July 2024, as subsequently amended.
We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, (a) the Memorandum and Articles of Association of the Company, (b) certain resolutions adopted by the board of directors of the Company such other documents as we deem necessary for issuing this opinion.
As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies.
McNamara Chambers, 2nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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NSJ/DP/LT/101224
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 British Virgin Islands which are in force on the date of this opinion letter. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| (a) | All original documents are authentic, that all signatures and seals are genuine, that all documents purporting to be sealed have been so sealed, that all copies are complete and conform to their original and that the Registration Statement, and prospectus contained therein, conforms in every material respect to the latest drafts of the same produced to us and that where documents have been provided to us in successive drafts marked-up to indicate changes to such documents all such changes have been so indicated. |
| (b) | The copies of the Company Records are complete and constitute a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law. |
| (c) | The Director’s Resolutions remain in full force and effect and have not been revoked, rescinded or varied. |
| (d) | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions herein. |
OPINION
The foregoing opinion is limited to the law of the British Virgin Islands.
| 1. | The Company is a company duly incorporated under the Business Companies Act, 2004 of the British Virgin Islands (the "Act") and validly exists as a BVI business company limited by shares in the British Virgin Islands. |
| 2. | The Company is authorised to issue 230,000,000 shares of one class with a par value of US$0.01 each. |
| 3. | The issue and allotment of the Common Shares under a designated Equity Line of Credit (the “ELOC Shares”) have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the ELOC Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 4. | The Conversion Shares have been duly authorised by all necessary corporate action of the Company and upon conversion of the Notes and issue of the Conversion Shares (by the entry of the name of the registered owner thereof in the Register of Members confirming that such Conversion Shares have been issued credited as fully paid), delivery and payment therefor by the purchaser in accordance with the Memorandum & Articles and in the manner contemplated by the Notes and Securities Purchase Agreement, the Conversion Shares will have been validly issued, fully paid and non-assessable. |
McNamara Chambers, 2nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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| 5. | The Warrant Shares have been duly authorised by all necessary corporate action of the Company and upon exercise of the Warrants and issue of the Warrant Shares (by the entry of the name of the registered owner thereof in the Register of Members confirming that such Warrant Shares have been issued credited as fully paid), delivery and payment therefor by the purchaser in accordance with the Memorandum & Articles and in the manner contemplated by the Warrant and Securities Purchase Agreement, the Warrant Shares will have been validly issued, fully paid and non-assessable. |
| 6. | The issue and allotment of the Commitment Shares have been duly authorised, legally issued and allotted, fully paid and non-assessable. |
| 7. | The execution, delivery and performance of the Equity Purchase Agreement, Notes, Warrants and Securities Purchase Agreements have been authorised by and on behalf of the Company and the Equity Purchase Agreement, Notes, Warrants and Securities Purchase Agreements have been duly executed and delivered on behalf of the Company and constitutes the legal, valid and binding obligations of the Company enforceable in accordance with its terms. |
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is rendered only for your benefit and the benefit of your legal counsel in connection with the transactions contemplated by the Transaction Document. It may not be disclosed to or relied on by any other party for any other purpose.
Yours faithfully,
/s/ McW Todman & Co
McW Todman & Co
McNamara Chambers, 2nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
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