EXHIBIT 5.1 FORM OF LEGAL OPINION
Asia Automotive Acquisition Corp.
199 Pierce St.
Suite 202
Birmingham, Michigan
U.S.A.
March 27, 2008
Dear Sirs
TONGXIN INTERNATIONAL LTD. (THE "COMPANY")
We are lawyers licensed and qualified to practice law in the British Virgin
Islands. We have been asked to provide this legal opinion in connection with
the issuance of the following securities (among others), as registered under the
United States Securities Act of 1933, as amended, (the "Securities Act"),
pursuant to the Registration statement, as amended, on Form S-4, Number
333-147086 provided to us (the "Registration Statement") as filed by the Company
with the United States Securities and Exchange Commission ("SEC"):
the issuance to the security holders of Asia Automotive Acquisition Corp., a
Delaware Corporation ("AAAC"), pursuant to a merger of AAAC with and into the
Company, of:
(i) up to a total of 5,031,250 units ("THE UNITS"), with each unit
consisting of one Ordinary Share and one Warrant (as defined
below);
(ii) one representative unit purchase option to purchase up to 350,000
Units to the holder of one representative unit purchase option in
AAAC (the "AAAC PURCHASE OPTION UNIT");
(iii) up to a total of 12,111,500 Ordinary Shares, comprised of
(a) 6,380,000 Ordinary Shares to the holders of AAAC common stock
(including 5,031,250 shares of common stock that have issued as
part of the Units), in exchange for such stock, (b) 5,031,250
Ordinary Shares issuable upon exercise of the Warrants included
in the Units, (c) 350,000 Ordinary Shares issuable upon exercise
of the Warrants included in the Purchase Option Unit; and
(iv) up to a total of 5,031,600 warrants to purchase one Ordinary
Share (the "WARRANTS") comprised of (a) 5,031,250 Warrants to the
holders of warrants in AAAC, as detailed in the Registration
Statement) that were included in the Units, and (b) 350,000
Warrants issuable upon exercise of the Purchase Option Unit.
This opinion is given in accordance with the terms of the Legal Matters section
of the Registration Statement (as defined below).
2 DOCUMENTS REVIEWED
We have reviewed originals, copies, drafts or conformed copies of the following
documents:
2.1 The written resolutions of the board of directors of the Company
dated March 6, 2008, and the written resolutions of the sole shareholder
of the Company dated March 6, 2008 (the "RESOLUTIONS").
2.2 A registered agent's certificate of incumbency dated March 6, 2008,
issued by Maples Finance BVI Limited, the Company's registered agent, (a
copy of which is attached as Annexure A) (the "REGISTERED AGENT'S
CERTIFICATE").
2.3 The public records of the Company on file and available for public
inspection at the Registry of Corporate Affairs in the British Virgin
Islands (the "REGISTRY OF CORPORATE AFFAIRS") on March 7, 2008 including:
(a) the Company's Certificate of Incorporation; and
(b) the Company's Memorandum and Articles of Association.
2.4 A certificate from a Director of the Company (a copy of which is
annexed hereto as Annexure B) (the "DIRECTOR'S CERTIFICATE").
2.5 The Registration Statement.
2.6 The form of the AAAC Warrant agreement.
2.7 The prospectus filed with the SEC on Form 424B3 in respect of AAAC,
describing (among other things) the Warrants, the Units and the Purchase
Option Unit.
3 ASSUMPTIONS
In giving this opinion we have assumed (without further verification) the
completeness and accuracy of the Registered Agent's Certificate and the
Director's Certificate. We have also relied upon the following assumptions,
which we have not independently verified:
3.1 Copy documents, conformed copies or drafts of documents provided to us
are true and complete copies of, or in the final forms of, the originals.
3.2 All signatures, initials and seals are genuine.
3.3 The accuracy and completeness of all factual representations expressed
in or implied by the documents we have examined.
3.4 There is nothing under any law (other than the law of the British
Virgin Islands) which would or might affect the opinions hereinafter
appearing.
3.5 That all public records of the Company which we have examined are
accurate and that the information disclosed by the searches which we
conducted against the Company at the Registry of Corporate Affairs is
true and complete and that such information has not since then been
altered and that such searches did not fail to disclose any information
which had been delivered for registration but did not appear on the
public records at the date of our searches.
3.6 The Resolutions remain in full force and effect.
3.7 That the Company will assume the obligations of AAAC in respect of the
Warrants, the Units and the (AAAC) Purchase Option Units, on the same
terms (save that the securities issuable thereunder shall be securities
in the Company), by virtue of the Merger Agreement.
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3.8 That no less than the par value shall be paid for the Ordinary Shares
ultimately issuable pursuant to Warrants, Units and the Purchase Option
Unit.
4 OPINIONS
Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:
4.1 The Company is a limited liability company duly incorporated under the
BVI Business Companies Act, 2004 (the "Act"), in good standing at the
Registry of Corporate Affairs and validly existing under the laws of the
British Virgin Islands, and possesses the capacity to sue and be sued in
its own name.
4.2 The Company is authorised to issue 39,000,000 shares of the following
classes with a par value of US$0.0001 each:
(a) 39,000,000 ordinary shares ("ORDINARY SHARES");
of which [100] Ordinary Shares have been issued.
4.3 The [100] issued shares in the Company are registered in the name of
AAAC, and are duly authorised and validly issued.
4.4 The Units, the Ordinary Shares, the Warrants and the Purchase Option
Unit to be issued in accordance with the Merger Agreement, when issued in
accordance with their governing instruments and the Company's memorandum
and articles of association, and in the manner described in the
Registration Statement, will be duly authorised, validly issued, fully
paid and non assessable.
4.5 Upon the Merger becoming effective pursuant to the laws of the British
Virgin Islands, the obligations of AAAC in respect of the Warrants, the
Units and the AAAC Purchase Option Unit will be binding on the Company on
the same terms thereof (save that the securities issuable thereunder
shall be securities of the Company). Upon the Merger becoming effective,
the Warrants will continue to be governed by the laws of the State of New
York being the governing law of the AAAC Warrant Agreement and the AAAC
Warrant Agreement will constitute the legal binding obligations of the
Company.
5 QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
5.1 To maintain the Company in good standing under the laws of the British
Virgin Islands, annual filing fees must be paid to the Registry of
Corporate Affairs.
5.2 The obligations of the Company may be subject to restrictions pursuant
to United Nations sanctions as implemented under the laws of the British
Virgin Islands.
5.3 We reserve our opinion as to the extent to which the courts of the
British Virgin Islands would, in the event of any relevant illegality,
sever the offending provisions and enforce the remainder of the
transaction of which such provisions form a part, notwithstanding any
express provisions in this regard.
5.4 We make no comment with regard to the references to foreign statutes
in the Registration Statement.
5.5 This opinion is confined to and given on the basis of the laws of the
British Virgin Islands at the date hereof and as currently applied by the
courts of the British Virgin Islands. We have not investigated and we do
not express or imply nor are we qualified to express or imply any opinion
on the laws of any other jurisdiction.
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6 CONSENTS
In connection with the above opinion, we hereby consent:
6.1 To the use of our name in the Registration Statement, the prospectus
constituting a part thereof and all amendments thereto under the caption
"Legal Matters"; and
6.2 To the filing of this opinion as an exhibit to the Registration
Statement.
This opinion is limited to the matters detailed herein and is not to be read as
an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
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ANNEXURE A
REGISTERED AGENT'S CERTIFICATE
REGISTERED AGENT'S CERTIFICATE
In this certificate:
<Table>
- ------------------------------------------------------------------------------------
"Act" means the BVI Business Companies Act, 2004 (as attended).
- ------------------------------------------------------------------------------------
"BVI" means the British Virgin Islands.
- ------------------------------------------------------------------------------------
"Company" means Tongxin international, Ltd.
- ------------------------------------------------------------------------------------
"FSC" means the BVI Financial Services Commission.
- ------------------------------------------------------------------------------------
"Register" means the Register of Companies maintained by the Registrar.
- ------------------------------------------------------------------------------------
"Registered Agent" means Maples Finance BVI Limited.
- ------------------------------------------------------------------------------------
"Registered Office" means the Company's registered office, being Kingston
Chambers, PO Box 173, Road Town, Tortola, British Virgin
Islands.
- ------------------------------------------------------------------------------------
"Register Of Charges" means a register 6f charges maintained at the Company's
Registered Office pursuant to section 162 6f the Act.
- ------------------------------------------------------------------------------------
"Registrar" means the Registrar of Corporate Affairs in the BVI.
- ------------------------------------------------------------------------------------
</Table>
We, Maples Finance BVI Limited of Kingston Chambers, PO Box 173, Road Town,
Tortola, British Virgin Islands, being the Company's duly appointed Registered
Agent hereby certify that:
1 the Company was incorporated in the BVI on 8 February 2008 with company
number 1463867;
2 the Company's name appears on the Register and it has paid all fees due and
payable to the FSC.
As far as can be determined from the documents retained at the Registered
Office:
3 the Company has not commenced liquidation under the Ad or the Insolvency
Act, 2003 (as amended);
4 no legal, arbitration or other administrative proceedings have been
threatened Or commenced against the Company;
5 the Directors of the Company are as follows:
<Table>
- --------------------------------------------------------------------
Name Appointment Date
- --------------------------------------------------------------------
William R. Herren 4 March 2008
- --------------------------------------------------------------------
Rudy Wilson 4 March 2008
- --------------------------------------------------------------------
David J. Brophy 4 March 2008
- --------------------------------------------------------------------
</Table>
<Table>
- -----------------------------------------------------------------
Ms. Pilar Albiac-Murillo 4 March 2008
- -----------------------------------------------------------------
William Zielke 4 March 2008
- -----------------------------------------------------------------
</Table>
6 the Shareholder of the Company is as follows:
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------
Name Certificate Shares Allotment/
No. Allotted/ Acquisition
Acquired date
- -----------------------------------------------------------------------------------------------------
Asia Automotive Acquisition Corporation 1 100 4 March 2008
- -----------------------------------------------------------------------------------------------------
</Table>
7 No entries have been made on the Company's Register of Charges.
8 All certifications are correct as at the 6th day of March, 2008
/s/
- ---------------------------------------------
For and on behalf of
Maples Finance BVI Limited - Registered Agent
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ANNEXURE B
DIRECTOR'S CERTIFICATE
TONGXIN INTERNATIONAL LTD
ROAD TOWN, TORTOLA
VG1110
BRITISH VIRGIN ISLANDS
6 March 2008
To: Maples and Calder
Sea Meadow House
PO Box 173
Road Town
Tortola
British Virgin Islands
Dear Sirs
Tongin International Ltd (the "Company")
I, Rudy Wilson, being a director of the Company, am aware that you are being
asked to provide a legal opinion (the "Opinion") in relation to certain aspects
of British Virgin Islands law. Capitalised terms used in this certificate have
the meaning given to them in the Opinion. I hereby certify that:
1 The Company has not created any charges over any of its property or assets.
2 The written resolutions (the "Resolutions") of the board Of directors dated
6 March 2008c were signed by all the directors in the manner prescribed in
the Articles of Association of the Company, including as to the disclosure
of any director's interests in the Registration Statement.
3 The Company is authorised to issue a maximum of 39,000,000 shares each with
a par value of US$0.0001, of which 100 have been issued add are fully paid
up.
4 The Shares to be offered and sold by the Company (including upon exercise
or the warrants) as contemplated by the Form S-4 have been duly authorised
for issue, and when issued by the company against payment in full, of the
consideration, in accordance with the terms set out in the Form S-4 and the
terms of the warrant agreement and underwriting agreement referred to in
the Form S-4 and duly registered in the Company's register of member*
(shareholders), such Shares will be validly issued, fully paid and
non-assessable.
5 The shareholders of the Company have hot restricted or limited the powers
of the directors in any way. There is no contractual or other prohibition
(other than as arising under British Virgin Islands law) binding on the
Company prohibiting it from performing its obligations under the
Registration Statement.
6 The Resolutions were duly adopted, are In full force and effect at the date
hereof and have not been amended, varied or revoked in any respect
7 The directors of the Company at the date of Resolutions and at the date
hereof were and are as follows: William R. Herren, Rudy Wilson, William
Zielke, David Brophy and Pilar Albiac-Murillo.
8 Each director considers the transactions contemplated by the Registration
Statement to be of commerce benefit to the Company and has acted bona fide
in the best Interests of the Company, and for a proper purpose of the
Company, in relation to the transactions the subject of the Opinion.
9 To the best of my knowledge and belief, having made due inquiry, the
Company is not the subject of legal, arbitral, administrative or other
proceedings in any jurisdiction. Nor have the directors or shareholders
taken any steps to have the Company struck off or placed in liquidation,
nor have any steps been taken to wind up the Company. Nor has any receiver
been appointed over any of the Company's property or assets.
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 previously
notified you personally to the contrary.
Signature: /s/ Rudy Wilson
----------------------------------
Rudy Wilson
Director