Exhibit 5.1
DRAFT ONLY: 14 SEP 2021
Subject to internal review by opinions committee
| ICZOOM Group Inc. | D +852 3656 6054 | |||
| E nathan.powell@ogier.com | ||||
| Reference: NMP/FYC/180023.00001 | ||||
[date]
Dear Sirs
ICZOOM Group Inc. (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the offering by the Company (the Offering) of (i) 4,400,000 Class A Ordinary Shares (as defined below) of par value of US$0.08 par value each (the Shares) and (ii) up to 660,000 Class A Ordinary Shares issuable upon exercise of an over-allotment option granted to the underwriters by the Company (collectively, the Shares). The Company will also be issuing warrants (the Warrant) to purchase such number of Class A ordinary shares equal to an aggregate of six percent (6%) of the Class A Ordinary Shares sold in the Offering (which is equivalent of up to 303,600 Class A Ordinary Shares) (the Warrant Shares) pursuant to the Underwriting Agreement (as defined below).
We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 18 June 2015 and a certificate of incorporation on change of name dated 3 May 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
Ogier British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg practitioners | ||
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com | Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Michael Snape Justin Davis James Bergstrom Marcus Leese | |
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| (b) | the second amended and restated memorandum and articles of association of the Company adopted by the special resolutions passed on 25 August 2021 (the Memorandum and Articles); |
| (c) | a certificate of good standing dated [date] September 2021 (the Good Standing Certificate) issued by the Registrar in respect of the Company; |
| (d) | a copy of the register of directors and officers of the Company provided to us on 31 August 2021 (the ROD); |
| (e) | the certified true copy of the register of members of the Company, certified by the registered office provider of the Company on 12 May 2020 (the ROM, and together with the ROD, the Registers); |
| (f) | a draft copy of the underwriting agreement between the Company and the party named therein (the Underwriting Agreement) as exhibited to the Registration Statement; |
| (g) | a copy of the written resolutions of the directors of the Company dated 14 September 2021 approving the Company’s filing of the Registration Statement and issuance of the Shares (the Board Resolutions); and |
| (h) | the Registration Statement. |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate and the Registers is accurate and complete as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to you are in full force and effect and have not been amended, varied, supplemented or revoked in any respect; |
| (f) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
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| (g) | the Board Resolution remains in full force and effect and have not been, and will not be, rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering and the Board Resolutions which has not been properly disclosed in the Board Resolutions; |
| (h) | neither the directors and shareholders of the Company have taken any steps to wind up the Company or appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets; |
| (i) | the Company will have sufficient authorised share capital to effect the issuance of the Shares and the consideration payable for the Shares shall not be less than the aggregate par value of such number of Shares; |
| (j) | the Company will duly execute and delivery the Underwriting Agreement in the draft form provided for us for review in accordance with the Resolutions; |
| (k) | no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Shares and none of the Shares have been offered or issued to residents of the Cayman Islands; |
| (l) | the Company is, and after the allotment and issuance of the Shares, be able to pay its liabilities as they fall due; and |
| (m) | 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. |
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing [and in good standing] with the Registrar under the laws of the Cayman Islands. |
Authorised Share capital
| (b) | The authorised share capital of the Company is US$5,600,000 divided into 60,000,000 Class A ordinary shares of a par value of US$0.08 each (the Class A Ordinary Shares) and 10,000,000 Class B ordinary shares of a par value of US$0.08 each (the Class B Ordinary Shares). |
Valid Issuance of Underlying Shares
| (c) | The issuance and allotment of the Shares have been duly authorised and, when issued and allotted and once consideration is paid for in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable. Once the register of members of the Company has been updated to reflect the issuance, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their respective name. |
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| (d) | [The Warrant and the underlying Warrant Shares to be issued under the Warrant have been duly authorised and, when issued and sold in accordance with the Registration Statement, the duly signed and delivered Underwriting Agreement and duly passed Resolutions and once consideration as stated in the Underwriting Agreement, which shall not be less than the par value per share, is paid per share, will be validly issued, fully paid and non-assessable. Once the register of members of the Company has been updated to reflect the issuance of the Warrant Shares, the shareholders recorded in the register of members will be deemed to have legal title to the Warrant Shares set against their respective name.] |
Registration Statement - Taxation
| (e) | The statements contained in the Registration Statement in the section headed “Cayman Islands Taxation”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion. |
| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents. |
| 4.2 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
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| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Reliance |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. 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 U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares and the Underlying Shares while the Registration Statement is effective.
Yours faithfully
[DRAFT ONLY]
Ogier
