noco-noco F1 Registration statement | NCNCF 19 Sep 23

Exhibit 5.1



noco-noco Inc. 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands	D	+852 3656 6054/ +852 3656 6061
	E	nathan.powell@ogier.com/ florence.chan@ogier.com

	Reference:	Reference: FYC/ACG/504747.00002

		19 September 2023

Dear Sirs

noco-noco Inc. (the Company)

We have been requested to provide you with an opinion on matters of Cayman Islands law in relation to the Company’s registration statement filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on Form F-1, including all amendments or supplements to such registration statement filed with the Commission (the Registration Statement). The Registration Statement relates to the offering and sale from time to time of up to 33,000,000 ordinary shares of par value US$0.0001 each of the Company (each an Ordinary Share) by Arena Business Solutions Global SPC II, Ltd for and on behalf of and for the account of Segregated Portfolio #9 – SPC #9 (Arena), which consists of (i) Ordinary Shares which the Company may, in its sole discretion, elect to issue and sell to Arena from time to time pursuant to and subject to certain limitations and conditions of the purchase agreement dated 14 August 2023 by and between Arena and the Company (the Agreement); and (ii) additional Ordinary Shares which, in the Company’s sole discretion, may be issuable as a commitment fee in lieu of a cash payment in accordance with the terms of the Agreement (the Resale Shares).

This opinion letter is given in accordance with the terms of the legal matters section of the Registration Statement.

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Registration Statement. 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 the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

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

Florence Chan

Lin Han

Cecilia Li

Rachel Huang

Richard Bennett

James Bergstrom

Marcus Leese

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, the Statutory Books and the Director’s Certificate is accurate and complete as at the date of this opinion;

(e)

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;

(f)

the Board Resolutions remain in full force and effect 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 (as defined in the Board Resolutions) and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolutions;

(g)

neither the directors of the Company or the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

(h)

the maximum number of Resale Shares to be issued by the Company, which together with the issued Ordinary Shares, would not exceed the Company’s authorised share capital and the consideration payable for each Resale Share shall be no less than the par value of US$0.0001 each; and

(i)

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 qualifications set forth in Schedule 2 and the limitations set forth 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 of Companies of the Cayman Islands (the Registrar of Companies).

Authorised Share Capital

(b)

The authorised share capital of the Company is US$50,000 divided 500,000,000 Ordinary Shares of par value US$0.0001 each.

Valid Issuance of Resale Shares

(c)

The Resale Shares to be issued by the Company to Arena and being proposed for resale by Arena as contemplated by the Agreement and the Registration Statement have been duly authorised for issue and, when:

(i)

issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Agreement and the Company’s then effective memorandum and articles association; and

(ii)

such issuances of Resale Shares have been duly registered in the Company’s register of members as fully paid shares,

will

be validly issued, fully paid and non-assessable.

(d)

Arena, upon due record of its name as the registered holder of the Resale Shares as issued by the Company reflecting the issuance of the Resale Shares in the listed share register or register of members of the Company, will be deemed to have the legal title to such Resale Shares under the Cayman Islands laws.

Registration Statement – Taxation

(e)

The statements contained in the Registration Statement in the section headed “Cayman Islands Taxation Considerations”, 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	Matters not covered

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;

(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 documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), 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 documents and any other agreements into which the Company may have entered or any other documents; or

(c)

as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association) entered into by or binding on the Company.

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	Who can rely on this opinion

6.1

This opinion may be used only in connection with the resale of the Resale Shares by Arena while the Registration Statement is effective. With the exception of your professional advisers (acting only in that capacity) and purchasers of the Resale Shares pursuant to the Registration Statement, it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent.

6.2	We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters” and “Enforceability of Civil Liability”.

Yours faithfully

/s/ Ogier

Ogier

SCHEDULE 1

List of Documents Examined

1	The certificate of incorporation of the Company dated 28 December 2022 issued by the Registrar of Companies.

2	The certificate of incorporation on change of name of the Company dated 18 August 2023 issued by the Registrar of Companies.

3	The amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 18 August 2023 (the Memorandum and Articles of Association).

4	A certificate of good standing dated 23 August 2023 issued by the Registrar of Companies in respect of the Company (the Good Standing Certificate).

5	The written resolutions of all of the directors of the Company dated 18 September 2023 (the Board Resolutions).

6	The register of directors and officers of the Company as at 28 August 2023 (the Register of Directors, and together with the Register of Members, the Statutory Books).

7	A certificate from a director of the Company dated 19 September 2023 as to certain matters of fact (the Director’s Certificate).

8	The Registration Statement.

9	The Agreement.

10	The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 18 September 2023.

SCHEDULE 3

Qualifications

Good Standing

Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar of Companies, 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.

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. 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.

Register of Writs

3	Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

(a)

any current or pending litigation in the Cayman Islands against the Company; or

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

noco-noco Inc.

Date: 19 September 2023

Ogier

11th Floor, Central Tower

28 Queen’s Road Central

Central

Hong Kong

Dear Sirs

Director’s Certificate

noco-noco 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 and supplements thereto filed under the Securities Act of 1933, as amended (the Securities Act) with the Securities and Exchange Commission (the Commission) on September 2023 (the Registration Statement), relating to the offering and sale from time to time of up to 33,000,000 ordinary shares of par value US$0.0001 each of the Company (each an Ordinary Share) by Arena Business Solutions Global SPC II, Ltd for and on behalf of and for the account of Segregated Portfolio #9 – SPC #9 (Arena), which consists of (i) Ordinary Shares which the Company may, in its sole discretion, elect to issue and sell to Arena from time to time pursuant to and subject to certain limitations and conditions of the purchase agreement dated 14 August 2023 by and between Arena and the Company (the Agreement); and (ii) additional Ordinary Shares which, in the Company’s sole discretion, may be issuable as a commitment fee in lieu of a cash payment in accordance with the terms of the Agreement (the Resale Shares).

I acknowledge that your opinion will be given in reliance upon the information set out in this certificate.

I hereby certify that as at the date hereof:

1	you have been provided by us with true and complete copies of:

(a)

the certificate of incorporation of the Company dated 28 December 2022 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

(b)

the certificate of incorporation on change of name of the Company dated 18 August 2023 issued by the Registrar.

(c)

the amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 18 August 2023 (respectively, the Memorandum and the Articles);

(d)

a certificate of good standing dated 23 August 2023 (the Good Standing Certificate) issued by the Registrar in respect of the Company;the written resolutions of all of the directors of the Company dated 18 September 2023 (the Board Resolution);

noco-noco Inc.

(e)

a copy of the register of directors and officers of the Company as at 28 August 2023 (the ROD);

(f)

the Registration Statement; and

(g)

the Agreement.

2	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;

3	no steps have been taken by the Company to wind up the Company and no resolutions have been passed by the shareholders of the Company (the Shareholders) to wind up the Company;

4	the Company is not subject to any legal, arbitral, administration or other proceedings and no notice of an application or order for the appointment of a liquidator or receiver of the Company or any of its assets or of a winding-up of the Company has been received by the Company;

5	the powers and authority of the directors of the Company (the Directors) as set out in the Memorandum and Articles have not been varied or restricted by resolution or direction of the Shareholders;

6	there have been no sealing regulations made by the Directors, any committee of the Directors or the Shareholders pursuant to the Memorandum and Articles which vary, restrict, override or conflict with the sealing regulations set out in the Board Resolutions;

7	the Board Resolutions have been duly signed by the Directors and were passed in accordance with the Memorandum and Articles;

8	the Directors and their alternates has disclosed to the Company (if any) all of his or her direct or indirect interests that conflict or may conflict to a material extent with the interests of the Company;

9	the Board Resolutions are in full force and effect, have not been amended, revoked or rescinded in any way and are the only resolutions passed by the Directors relating to the matters referred to therein;

prior to, at the time of, and immediately following execution of any document(s) approved in, the Board Resolutions (the Document(s)), the Company was able to pay its debts as they fell due and it entered into the Document(s) for proper value and not with an intention to defraud or hinder its creditors or by way of undue or fraudulent preference;

11	the Company has no direct or indirect interest in Cayman Islands real property;

12	each of the Directors has acted bona fide in the interests of the Company and for proper purposes in relation to the transactions mentioned in the Board Resolutions;

noco-noco Inc.

13	none of the transactions contemplated by the Document(s) relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) or the Limited Liability Companies Act (Revised) of the Cayman Islands;

14	the persons authorised to execute the Agreement on behalf of the Company pursuant to the Board Resolutions did in fact execute the Agreement for and on behalf of the Company; and

15	the maximum number of the Resale Shares would not exceed the Company’s authorised share capital and the consideration payable for the ordinary shares shall not be less than the aggregate par value of such number of ordinary shares.

I am duly authorised to execute and deliver this certificate on behalf of the Company. I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have personally notified you to the contrary.

Yours faithfully

For and on behalf of

noco-noco Inc.

/s/ Masataka Matsumura

Name: Masataka Matsumura

Title: Director

noco-noco (NCNCF) F-1Registration statement (foreign)