Exhibit 99.2
Resource Law LLC
10 Collyer Quay
#18-01 Ocean Financial Centre
Singapore 049315
Phone: +65 6805 7300
Fax: +65 6805 7399
resourcelawasia.com
4 October 2023
Our Ref: 405456.00001
| To | Trident Digital Tech Holdings Ltd |
| Suntec Tower 3, | |
| 8 Temasek Boulevard Road, #24-03 | |
| Singapore, 038988 | |
| Attn: The Board of Directors |
Dear Sirs
TRIDENT DIGITAL TECH HOLDINGS LTD (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM F-1 OF THE COMPANY
| 1 | Introduction |
We act as Singapore legal counsel to the Company, a company incorporated under the laws of the Cayman Islands, in connection with (a) the proposed initial public offering (the “Offering”) of certain number of American depositary shares (the “ADSs”), each ADS representing certain number of Class B ordinary shares, par value of US$0.00001 per share, of the Company, by the Company as set forth in the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) in relation to the Offering, and (b) the Company’s proposed listing of the ADSs on the Nasdaq Capital Market (the “Listing”).
| 2 | Scope of opinion |
| (a) | This opinion is given only with respect to Singapore law in force at the date of this opinion as applied by the Singapore courts. Statements relating to taxation are based on Singapore law (including case law) as applied by the Singapore courts as at the date of this opinion. We assume no obligation or responsibility to notify you of any change in Singapore law which may occur after today or to update or supplement this opinion in any respect. Save as expressly provided in this opinion, we do not express any views as to matters of taxation or tax consequences of any transactions contemplated by the Offering. |
| (b) | We express no opinion with regard to any other system of law. |
Resource Law LLC (UEN 201540803D) is registered as an exempt private company in Singapore with limited liability and with its address at 10 Collyer Quay, #18-01 Ocean Financial Centre, Singapore 049315
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| (c) | To the extent that foreign laws are or may be relevant, we have made no independent investigation of such laws, and our opinion is subject to the effect of such laws. |
| (d) | This opinion is strictly limited to the matters stated in paragraph 5 of this opinion, do not extend to any other matters and is intended to be used in the context which is specifically referred to herein. In particular, this opinion does not relate to any additional documents or statements concerning the Registration Statement, the Company, the Offering or the Listing that may be made by any person or any other conduct that any person may engage in concerning the Registration Statement. |
| 3 | Documents reviewed |
For the purposes of giving this opinion, we have examined originals or copies certified or otherwise authenticated to our satisfaction of such agreements, documents, certificates and other statements provided by the Company and of corporate officers and representatives of the Company and such other papers as we have deemed relevant and necessary as a basis for such opinion (the “Documents”).
| 4 | Searches |
We are not instructed to make, and have not made, any enquiries or searches concerning any of the parties to the Documents.
| 5 | Opinion |
On the basis set out above, and subject to the assumptions in Appendix 1 (Assumptions) and the qualifications in Appendix 2 (Qualifications), we are of the opinion that the statements set forth in the Registration Statement under the captions:
| (a) | “Enforceability of Civil Liabilities – Singapore”; |
| (b) | “Regulation – Regulations in Singapore”; and |
| (c) | “Taxation – Certain Singapore Taxation Considerations”, |
insofar as such statements constitute summaries of the Singapore legal matters referred to therein as of the date of this opinion, fairly present the information called for with respect to such legal matters and fairly summarise the matters referred to therein as of the date of this opinion.
| 6 | Benefit of the opinion |
| (a) | This opinion is addressed to the Company and is solely for the Company’s benefit in connection with the filing of the Registration Statement with the Securities and Exchange Commission and, except with our prior written consent, this opinion may not, in whole or in part, be used, relied on or referred to in any manner for any other purpose or be disclosed to or relied on by any other person or quoted or made public in any way or filed with any authority, other than for the purposes of filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement but on the strict basis that (i) it will not be relied upon by any person; and (ii) we accept no duty or liability to any other person as a result of such disclosure. |
| (b) | We consent to the reference to our name in 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 regulations promulgated thereunder. |
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| 7 | Governing law and jurisdiction |
This opinion and any non-contractual obligations arising out of or in connection with it are governed by Singapore law and the Singapore courts shall have exclusive jurisdiction, to which the Company and we submit, in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this opinion. Having requested production of this opinion and in order to rely on its contents, the Company agrees to be bound by its terms.
| Yours faithfully | |
| /s/ Resource Law LLC | |
| Resource Law LLC | |
| in alliance with Reed Smith |
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Appendix 1
Assumptions
In rendering this opinion, we have assumed, without independent verification, that:
| 1 | Factual assumptions |
Any factual assumptions made by us are accurate. The addressee of this opinion has no actual knowledge that any of our factual assumptions are inaccurate.
| 2 | Signatures etc. genuine |
All signatures, stamps and seals on all documents submitted to us (if any) are genuine and were made or done in a manner recognised by law as valid signatures of or affixing of the seal to (as applicable) the documents and all signatures which purport to have been attested were made in the presence of the relevant witness.
| 3 | Originals |
All documents submitted to us as originals are authentic, accurate and complete and all documents submitted to us as copies, whether or not certified by any person, are true, complete and up-to-date and conform to the originals.
| 4 | Natural Persons |
Each natural person executing the Documents has the legal capacity to execute the Documents.
| 5 | Corporate capacity |
Each party (not a natural person) to the Documents is duly established and existing under the laws of its jurisdiction of incorporation; has the corporate capacity, power and authority to enter into, exercise its rights and to perform its obligations under the Documents to which it is a party; and has duly authorised, executed and delivered the Documents to which it is a party, in each case under all applicable laws.
| 6 | Validity and enforceability under other laws |
Each of the Documents, upon execution, constitutes the legal, valid, binding and enforceable obligations of each party to it, in each case under all applicable laws (other than the laws of Singapore). Insofar as the laws of any jurisdiction (other than Singapore) may be relevant to the obligations or rights of any of the parties under any of the Documents or any of the transactions contemplated by the Documents, such laws and regulations (other than Singapore) do not prohibit and are not inconsistent with the execution and delivery of the Documents and the entering into and performance of any such obligations, rights and transactions.
| 7 | Consents etc |
All consents, licences, approvals, notices, filings and registrations which are necessary under any applicable laws (other than the laws of Singapore) in order to permit the execution, delivery and performance of the Documents or to protect, perfect or preserve any of the interest created by the Documents, have been made or obtained or will be made and obtained within the period permitted or required by such laws or regulations.
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| 8 | No sanctioned person |
None of the parties to any of the Documents is controlled by or otherwise connected with a person or is itself resident in, incorporated in, or constituted under the laws of or exercising public functions in a country which is the subject of United Nations or other sanctions implemented or effective in Singapore or is otherwise the target of any such sanctions.
| 9 | Documents examined are complete |
The Documents accurately describe and contain the mutual understanding of the parties thereto and all relevant information which is material for the purposes of our opinion, and there is no other agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) between all or any of the parties to any of the Documents which modify the terms of or supersede any of the Documents or which may render such information inaccurate, incomplete or misleading or which may otherwise affect the conclusions stated in this opinion.
| 10 | No other facts or circumstances |
There are no other facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the Documents or which have not been disclosed to us which may affect the validity or enforceability of the Documents or any obligation in them or otherwise affect the conclusions stated in this opinion.
| 11 | Arm’s Length Terms |
The Documents have been entered into for bona fide commercial reasons and on arm’s length terms by each of the parties to them.
| 12 | Representations and warranties |
The representations and warranties by the parties in the Documents are, or were, as applicable, true, correct, accurate and complete in all respects on the date such representations and warranties were expressed to be made and that the terms of the Documents have been and will be observed and performed by each of the parties to them.
| 13 | Not insolvent |
Each of the parties under the Documents are not insolvent or unable to pay their debts at the time of entering into the Documents and each of the parties under the Documents will not become insolvent or unable to pay its debts in consequence of doing so and no equivalent event has occurred in any other jurisdiction.
| 14 | No insolvency steps or proceedings |
Prior to or at the time of execution of the Documents and immediately after the execution and delivery of the Documents, each of the parties under the Documents is solvent and will not be rendered insolvent as a result of its execution and delivery of any of the Documents to which it is party. Each of the parties under the Documents has not passed a resolution for its winding-up, nor has any step been taken in relation to its winding-up, liquidation, receivership, judicial management or analogous circumstances or proceedings in Singapore or in any other jurisdiction. For this purpose, “any step” includes, without limitation presenting a petition, making an application, passing a resolution or filing or serving a notice.
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| 15 | Bad faith etc |
There is no bad faith, breach of duty, breach of trust, fraud, coercion, incapacity, duress, undue influence or mistake on the part of any of the parties to the Documents and their respective directors, employees, agents and advisers (excepting, of course ourselves).
| 16 | No unlawful activity |
The parties to the Documents are compliant with all applicable anti-terrorism, anti-corruption, anti-money laundering, sanctions and human rights laws and regulations and the performance and enforcement of the Documents is, and will continue to be, consistent with all such laws and regulations.
| 17 | No other agreements |
Each of the parties under the Documents is not precluded by any agreement to which it is party from entering into or performing its obligations under any of the Documents to which it is a party, and no party was on notice of any contractual prohibition or restriction on any party entering into, performing its obligations under or exercising its rights under the Documents.
| 18 | No injunctive proceedings |
No proceedings have been commenced or injunction granted against each of the parties under the Documents to restrain it from performing any of its obligations under the Documents to which it is a party.
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Appendix 2
Qualifications
The opinion(s) set out herein are subject to the qualifications set out below:
| 1 | Interpretation of laws |
This Opinion is issued based on our understanding of the laws of Singapore. For matters not explicitly provided under the laws of Singapore, the interpretation, implementation and application of the specific requirements under the laws of Singapore are subject to the final discretion of competent Singapore legislative, administrative and judicial authorities, and there can be no assurance that the government agencies will ultimately take a view that is not contrary to our opinion stated herein.
| 2 | Foreign laws |
We have made no investigation into, and do not express or imply any views on, the laws or regulations of any country other than Singapore or on any non-legal regulation or standard such as but not limited to accounting, financial or technical rules or standard. In respect of the Registration Statement, we have assumed due compliance with all matters concerning the laws of all other jurisdictions other than Singapore.
| 3 | Foreign courts |
We express no opinion as to whether or not a foreign court (applying its own conflict of laws rules) will act in accordance with the parties’ agreement as to dispute resolution mechanism and/or choice of law.
| 4 | Illegality |
Any provision in the Documents providing for the severance of any provision which is illegal, invalid or unenforceable may not be binding under the Singapore Laws as it depends on the nature of the illegality, invalidity or unenforceability in question which issue would be determined by a court of Singapore at its discretion.
| 5 | Enforceability |
The enforcement of the Documents in the courts of Singapore will be subject to the application rules of civil procedure of Singapore.
| 6 | Statutory Power |
Any provision of the Documents which constitutes or purports to constitute a restriction on the exercise of any statutory power by any party to the Documents or any other person may be ineffective.
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| 7 | Anti-trust |
We have not considered and express no opinion on whether the entry into the Documents complies with anti-trust or competition laws.
| 8 | Factual Matters |
We express no opinion on matters of fact. As to any facts material to our opinion, we have relied, to extent that we deemed such reliance proper, upon the representations, confirmations, certificates and other statements of officers and representatives of the Company or its subsidiaries. We have not undertaken any independent investigation to determine the existence or absence of any facts and no inference as to our knowledge of the existence or absence of such facts should be drawn from our serving as counsel in giving this opinion.
| 9 | Information provided to us |
This Opinion is based solely on the Documents provided to us. We are not responsible for any inadequacy of failing in such information.
| 10 | False or misleading statements |
If a person for whose benefit our opinion is given is actually aware of or believes there to be a false or misleading statement or an omission of the information requested to be provided to us in connection with the work performed by us in rendering this opinion, that person may not rely on this opinion in relation to that statement or omission and should seek legal advice on the specific matter concerned.