EXHIBIT 5.1
OPINION OF HARNEY WESTWOOD & RIEGELS
HARNEYS
British Virgin Islands lawyers
Harney Westwood & Riegels
Craigmuir Chambers
PO Box 71, Road Town
Tortola, British Virgin Islands
Tel: +1 284 494 2233
13 June 2006 Fax: +1 284 494 3547
www.harneys.com
Your Ref
Our Ref 010145.1199-SLR
Doc ID 962725_5
Titanium Group Limited
4th Floor, BOCG Insurance Tower
134 - 136 Des Voeux Road Central
Hong Kong
Dear Sirs
TITANIUM GROUP LIMITED (THE "COMPANY")
1. We are lawyers qualified to practise in the British Virgin Islands and
have been asked to advise in connection with an amendment no. 7 to Form
S-1A registration statement under the United States Securities Act of
1933 (the "SECURITIES ACT") to be filed by the Company with the
Securities and Exchange Commission in connection with the sale of
9,956,000 shares (the "SHARES") in the Company (the "REGISTRATION
STATEMENT").
2. For the purpose of this opinion, we have examined the following
documents:
(a) a facsimile copy of the final form draft Registration Statement;
and
(b) (i) a copy of the Memorandum and Articles of Association
and Certificate of Incorporation of the Company obtained
from the Registry of Corporate Affairs in the British Virgin
Islands on 7 June 2006;
(ii) a facsimile copy of the minutes of two meetings of the
directors of the Company held on 17 May 2004, 20 June 2005
and 10 August 2005 respectively, together authorising the
issuance of all the shares in the Company (the "DIRECTORS'
RESOLUTIONS");
(iii) an original registered agent's certificate dated 9 June 2006
identifying the director and shareholders of the Company,
issued by Offshore Incorporations Limited, the Company's
registered agent (the "REGISTERED AGENT'S CERTIFICATE");
(iv) the public records of the Company on file and available
for inspection at the
A LIST OF PARTNERS IS AVAILABLE FOR INSPECTION AT OUR OFFICES.
BRITISH VIRGIN ISLANDS ANGUILLA LONDON HONG KONG
Registry of Corporate Affairs, Road Town, Tortola, British
Virgin Islands on 7 June 2006;
(v) the records of proceedings on file with, and available for
inspection on 7 June 2006 at the High Court of Justice,
British Virgin Islands; and
(vi) a facsimile copy of the director's certificate dated 12 June
2006 (together with the attached register of members of the
Company) in connection with the issued share capital of the
Company (the "DIRECTORS' CERTIFICATE").
3. For the purposes of this opinion we have assumed without further
enquiry:
(a) the authenticity of all documents submitted to us as originals,
the conformity with the originals of all documents submitted to us
as copies and the authenticity of such originals;
(b) the genuineness of all signatures and seals;
(c) the accuracy and completeness of all corporate minutes,
resolutions and records which we have seen;
(d) the accuracy of any and all representations of fact expressed in
or implied by the documents we have examined;
(e) that the information disclosed by our searches at the British
Virgin Islands High Court Registry and of the Registry of
Corporate Affairs and our oral enquiries at the British Virgin
Islands High Court Registry was then accurate and has not since
been altered and that such searches did not fail to disclose any
information which had been delivered for registration but did
not appear from the information available at the time of our
searches and that such oral enquiry did not fail to elicit any
material information; and
(f) that the Directors' Resolutions remains in full force and effect.
4. Based on the foregoing, and subject to the qualifications expressed
below, our opinion is as follows:
(a) The Company is a company duly incorporated with limited liability
under the International Business Companies Act (Cap 291) and
validly existing in good standing under the laws of the British
Virgin Islands. It is a separate legal entity and is subject to
suit in its own name.
(b) (i) Pursuant to the Memorandum and Articles of Association
of the Company, the Company's authorised share capital is
US$1,000,000.00 divided into 100,000,000 shares with a par
value of US$0.01 each.
(ii) Pursuant to the Registered Agent's Certificate, the
Company's issued share capital is US$50,000,000.00.
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(iii) Pursuant to the Registered Agent's Certificate, the
Directors' Resolutions and the Directors' Certificate, the
Shares have been validly issued, and are fully paid and non-
assessable.
5. This opinion is confined to and given on the basis of the laws of the
British Virgin Islands as they are in force at the date of this opinion.
We have made no investigation of, and express no opinion on, the laws of
any other jurisdiction.
6. We hereby consent to the use of our name in the Registration Statement
and Prospectus attached thereto in the section captioned "Legal
Matters", and we hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement. This consent is not to be
construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the
Securities Act.
Yours faithfully
HARNEY WESTWOOD & RIEGELS
/s/ HARNEY WESTWOOD & RIEGELS
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