EXHIBIT 5.1
February 11, 2004
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs,
Apex Wealth Enterprises Limited (the "Company")
We have acted as special legal counsel in the British Virgin Islands to the
Company in connection with the proposed offering by the Company of common shares
in the Company (the "Shares"), par value US$0.01 per Share, held by them as
described in the draft prospectus (the "Prospectus") contained in the Company's
registration statement on Form F-1 (the "Registration Statement") to be filed
with the United States Securities and Exchange Commission (the "Securities and
Exchange Commission") on or about the date hereof under the United States
Securities Act of 1933 (the "Securities Act").
For the purposes of giving this opinion, we have examined and relied upon the
following documents:
(i) a copy of the Registration Statement;
(ii) a copy of the Prospectus;
(iii) Memorandum and Articles of Association of the Company;
We have also reviewed the share register and minutes of meetings of the
directors of the Company and 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.
We have assumed (i) 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, (ii) that the resolutions referred to herein are full and accurate
records of resolutions passed at meetings duly convened and held in accordance
with the articles of association of the Company and that such resolutions have
not been amended or rescinded and are in full force and effect, (iii) the
accuracy and completeness of all factual representations made in the documents
reviewed by us, (iv) there is no provision of the law of any jurisdiction, other
than the British Virgin Islands, which would have any implication in relation to
the opinion expressed herein and (v) the Prospectus, when published, will be in
substantially the same form as that examined by us for purposes of this opinion.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than the British Virgin Islands. This opinion is to be
governed by and construed in accordance with the laws of British Virgin Islands
and is limited to and is given on the basis of the current law and practice in
British Virgin Islands. Subject as mentioned below, this opinion is issued
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that
1. The authorized share capital of the Company consists of 100,000,000 common
shares ("Common Shares") with a par value of $0.01 per share.
2. When the Common Shares have been duly issued in accordance with the
Registration Statement for the consideration named therein, such Common
Shares will be legally and validly issued and will constitute fully paid
and nonassessable share capital of the Company (meaning that no further
sums are payable to the Company on the said shares).
3. Each holder of Common Shares is entitled on a poll to one vote for each
Common Share held on all matters submitted to a vote at a meeting of
shareholders.
4. All Common Shares rank pari passu with each other with respect to
liquidation and dividend rights.
We hereby consent to the filing of this opinion as an Exhibit 5.1 to 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 Securities Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN