Exhibit 5.1
December 7, 2006
Heller Ehrman
PRIVATE & CONFIDENTIAL Solicitors and International Lawyers
("CHINESE CHARACTERS")
Main +852.2292.2000
Fax +852.2292.2200
Our Ref: 43607.0002 (7120)
China Finance Online Co. Limited
9th Floor, Tower C, Corporate Square
No. 35 Financial Street, Xicheng District
Beijing 100032, China
CHINA FINANCE ONLINE CO. LIMITED
Ladies and Gentlemen,
We have acted as counsel to China Finance Online Co. Limited, a Hong Kong
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company proposes to file with
the Securities and Exchange Commission of the United States of America (the
"Commission") on or about December 8, 2006, for the purpose of registering under
the Securities Act of 1933 of the United States of America, as amended (the
"Securities Act"), 5,000,000 ordinary shares of HK$0.001 each in the capital of
the Company (the "Shares"). The 5,000,000 Shares are issuable under the
Company's 2004 Stock Incentive Plan (the "Plan"), following a resolution passed
at the annual general meeting of the Company held on August 30, 2006, pursuant
to which the number of Shares available for issuance was increased by 5,000,000
Shares.
All references in this opinion to "Hong Kong" shall mean the Hong Kong Special
Administrative Region of the People's Republic of China.
1. We have based our opinion upon our review of the following records,
documents, instruments and certificates and searches:-
1.1 a copy of the memorandum and articles of association of the Company;
1.2 each of the minutes of the meeting of the board of directors held on
July 21, 2006 and the minutes of the annual general meeting of the
shareholders of the Company held on August 30, 2006, during which,
inter alia, the directors were authorized to allot, issue and deal
with additional ordinary shares and the increase of the number of
Shares available for issuance under the Plan was approved (the
"Shareholders' Resolutions");
Partners: Martin Downey David Hall-Jones Simon Luk Michael P. Phillips Ing Loong Yang
Registered Foreign Lawyers: Joseph Cha Ying Li Steven Liu Jonathan Palmer
35th Floor One Exchange Square 8 Connaught Place Central, Hong Kong www.hellerehrman.com
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Anchorage Beijing HONG KONG Los Angeles Madison, WI New York San Diego San
Francisco Seattle Silicon Valley Singapore Washington, D.C.
December 7, 2006
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1.3 a certificate of a director of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the board of directors and shareholders of the Company relating to
the amendment of the Plan and the adoption and approval of the
Registration Statement, and (ii) certifying as to certain factual
matters;
1.4 the Registration Statement;
1.5 the Plan; and
1.6 searches relating to the Company of:-
(i) all public information as is maintained by the Registrar of
Companies in Hong Kong (date: December 5, 2006; time: 1214
Hours); and
(ii) computer records on the filing of winding-up petitions maintained
by the Official Receiver's Office of Hong Kong (date: December 6,
2006)
(collectively, the "Searches").
We have not conducted any other searches or enquiries (including other
writ searches) since such dates of searches or conducted any
inspection of the statutory records of the Company. We have assumed
that further searches or inspections would not reveal any
circumstances which would require an amendment to this opinion.
2. In giving this opinion, we have assumed:-
2.1 the authenticity of all records, documents and instruments submitted
to us as originals, the genuineness of all signatures, seals and chops
(if any) and the conformity to the originals of all records, documents
and instruments submitted to us as certified or otherwise
satisfactorily identified copies;
2.2 that, the Plan has been duly authorized, approved and adopted by the
Company and remains in full force and effect;
2.3 that, all material facts and documents relevant to this opinion have
been disclosed to us;
2.4 that, the information disclosed by the Searches was then complete,
accurate, and up-to-date and has not been since then altered or added
to and that such Searches did not fail to disclose any information
which had been delivered for filing or registration but was not
disclosed or did not appear from the information available at the date
and time of our Searches;
December 7, 2006
Page 3
2.5 that, in connection with the law of any jurisdiction other than Hong
Kong, nothing in such law (including but not limited to the Securities
Act) affects this opinion;
2.6 that, no options under the Plan have been or will be offered or
granted, and no shares in the capital of the Company have been or will
be offered or issued, to persons who are not qualifying persons (as
defined in the Companies Ordinance (Chapter 32) of the Laws of Hong
Kong (the "Companies Ordinance")). An extract of the definition of
'qualifying person' is set forth in paragraph 4 below;
2.7 that, all the relevant resolutions of the board of directors and the
members of the Company have been duly passed and signed and will not
be amended, modified or rescinded and will remain in full force and
effect;
2.8 that, the memorandum and articles of association of the Company are
complete, accurate and up-to-date and have not been altered or
modified; and
2.9 that, the Company has not passed a winding-up resolution and is fully
solvent and, further, that (i) no petition has been presented or order
made for its winding-up or dissolution, (ii) no receiver, trustee or
similar officer has been appointed in respect of the Company or any of
its assets, and (iii) no notice (which could lead to the Company being
struck off the Register of Companies) has been received by the Company
or published in the Gazette under section 291 of the Companies
Ordinance.
As to any other matters of fact material to the opinions expressed herein,
we have made no independent inquiry and have relied solely upon
certificates or oral or written statements of officers and other
representatives of the Company.
3. Based on and subject to the foregoing and the qualifications referred to
below, we are of the opinion that the Shares covered by the Registration
Statement and to be issued pursuant to the Plan, as amended, will, when
issued against full payment therefor in compliance with the provisions of
the memorandum and articles of association of the Company and the
Shareholders' Resolutions, be duly authorized and validly issued.
4. Our opinion above is subject to the following qualifications and
reservations:-
Under Part 4 of the Seventeenth Schedule of the Companies Ordinance,
(a) "qualifying person", in relation to a company--
(i) means--
(A) a bona fide director, employee, officer, consultant, former
director, former employee, former officer or former
consultant of the company;
December 7, 2006
Page 4
(B) a bona fide dependent of any person mentioned in
sub-subparagraph (A);
(ii) includes the trustees of a trust--
(A) established by any one or more of the companies mentioned in
section 8(c)(i) and (ii) of Part 1; and
(B) which can hold shares or debentures on behalf of any person
referred to in subparagraph (i);
(b) "consultant" means a person who, pursuant to a contract for services,
renders services to a company ("the relevant company") which are
commonly rendered by an employee of--
(i) the relevant company; or
(ii) a company belonging to the class of companies which predominantly
carry out the same kind of business as the relevant company;
(c) "dependent", in relation to a person, means--
(i) the wife, husband, widow or widower of the person; or
(ii) any child, or stepchild, of the person under the age of 18 years.
5. This opinion is limited to, and given on the basis of, Hong Kong law in
force at the date hereof as currently applied in the courts of Hong Kong.
We accept no obligation to inform you of any change in such laws or in
their interpretation or administration after the date hereof, which may
affect the opinions expressed herein. We have made no investigation of, and
express no opinion as to, the laws of any jurisdiction other than Hong
Kong.
6. Subject to paragraph 7 below, this opinion is addressed to you for your
sole benefit in connection with the filing of the Registration Statement
and may not, without our prior written consent, (i) be relied upon by any
other person for any other purpose, or (ii) be filed with any person or
quoted or referred to in any public document and this opinion is strictly
limited to the matters stated in it and does not apply by implication to
other matters.
7. We hereby consent to the filing of this opinion as an exhibit 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
Commission thereunder.
Yours faithfully,
/s/ HELLER EHRMAN
HELLER EHRMAN