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 |
30 August 2024
Matter No.: 1001987
Doc ref: 110212171v4
(852) 2842 9530
Flora.Wong@conyers.com
Jianzhi Education Technology Group Company Limited
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Dear Sirs,
Re: Jianzhi Education Technology Group Company Limited (the “Company”)
We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8, including all amendments or supplements thereto up to the date hereof, filed by the Company with the United States 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). The Registration Statement relates to the registration of an aggregate of 48,000,000 ordinary shares par value US$0.0001 per share (the “Plan Shares”) of the Company to be issued pursuant to the Jianzhi Education Technology Group Company Limited 2024 share incentive plan (the “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).
For the purposes of giving this opinion, we have examined copies of the following documents:
| 1.1. | the Registration Statement; and |
We have also reviewed copies of:
| 1.3. | the Memorandum and Articles of Association of the Company, each certified by the Secretary of the Company on 30 August 2024; |
| 1.4. | the written resolutions of all the directors of the Company passed on 29 August 2024 (the “Resolutions”); |
| 1.5. | a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 27 August 2024 (the “Certificate Date”); and |
| 1.6. | 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. |
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, Anna W. X. Lin, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo, Mark P. Yeadon
Consultant: David M. Lamb
BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
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 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 Registration Statement, the Plan and the other documents reviewed by us; |
| 2.4. | the Resolutions were passed 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 Plan Shares by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; |
| 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 and have become effective; |
| 2.8. | that on the date of issuance of any Plan Shares, the Company will have sufficient authorised but unissued ordinary shares of par value US$0.0001 each in its share capital; and |
| 2.9. | that on the date of issuing any award or Plan Shares under the Plan the Company is and after issuing any award or Plan Shares under the Plan the Company will be able to pay its liabilities as they become due. |
| 3.1. | We express no opinion with respect to the issuance of Plan Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Plan Shares following the commencement of a winding up or liquidation. |
| 3.2. | 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. |
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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 Companies Act (“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. | When issued and paid for in accordance with the Plan, the Plan Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders to the Company thereof in connection with the issue or subsequent holding thereof). |
We hereby consent to the filing of this opinion with the Commission as an exhibit to 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 come 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
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