Exhibit 5.1
To: Solarfun Power Holdings Co., Ltd.
666 Linyang Road
Qidong, Jiangsu Province, 226200
People's Republic of China.
27 June 2008
Dear Sir
SOLARFUN POWER HOLDINGS CO., LTD.
We act as Cayman Islands counsel for Solarfun Power Holdings Co., Ltd (the
"COMPANY"), a Cayman Islands company, in connection with the Company's
registration statement on Form F-3, including all amendments or supplements
thereto (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange
Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the
"ACT") and the registration by the Company of US$172,500,000 aggregate principal
amount of 3.5% Convertible Senior Notes due 2018 (the "NOTES") issued under an
Indenture, dated as of 29 January 2008 (the "INDENTURE"), between the Company
and the Bank of New York as trustee (the "TRUSTEE"), and the registration of the
Company's Ordinary Shares, of par value US$0.0001 each (the "ORDINARY SHARES"),
issuable upon conversion of the Notes pursuant to the Indenture.
1 DOCUMENTS REVIEWED
We have reviewed originals, copies, drafts or conformed copies of the following
documents (the "DOCUMENTS"):
1.1 the Certificate of Incorporation dated 12 May 2006 and Memorandum and
Articles of Association of the Company adopted by special resolution on 18
December 2006 and effective on 26 December 2006 (together the "MEMORANDUM
AND ARTICLES OF ASSOCIATION");
1.2 the written resolutions of the directors of the Company dated 27 June 2008
and the corporate records of the Company maintained at its registered
office in the Cayman Islands;
1.3 a certificate from a director of the Company dated 27 June 2008, a copy of
which is annexed hereto (the "DIRECTOR'S CERTIFICATE"); and
1.4 the Registration Statement.
2 ASSUMPTIONS
Save as aforesaid we have not been instructed to undertake and have not
undertaken any further enquiry or due diligence in relation to the transaction
the subject of this opinion. The following opinions are given only as to and
based on circumstances and matters of fact existing at the date hereof and of
which we are aware consequent upon the instructions we have received in relation
to the matter the subject of this opinion and as to the laws of the Cayman
Islands as the same are in force at the date hereof. In giving this opinion, we
have relied upon the completeness and accuracy (and assumed the continuing
completeness and accuracy as at the date hereof) of the Director's
Certificate as to matters of fact without further verification and have relied
upon the following assumptions, which we have not independently verified:
(i) Copy documents or drafts of documents provided to us are true and
complete copies of, or in the final forms of, the originals.
(ii) The genuineness of all signatures and seals.
(iii) There is no contractual or other prohibition (other than as may arise by
virtue of the laws of the Cayman Islands) binding on the Company or on
any other party prohibiting it from entering into and performing its
obligations.
3 OPINIONS
The following opinions are given only as to matters of Cayman Islands law and we
have assumed that there is nothing under any other law that would affect or vary
the following opinions.
Based upon the foregoing and subject to the qualifications set out below and
having regard to such legal considerations as we deem relevant, we are of the
opinion that:
3.1 The Company has been duly incorporated as an exempted company with limited
liability for an unlimited duration and is validly existing.
3.2 The authorised share capital of the Company is US$50,000 divided into
500,000,000 Ordinary Shares of a nominal or par value of US$0.0001 each.
3.3 The issue and allotment of the Ordinary Shares upon conversion of the Notes
in accordance with the terms of the Indenture have been duly authorised.
When allotted, issued and paid for as contemplated in the Registration
Statement and registered in the register of members (shareholders), the
Ordinary Shares will be legally issued and allotted, as fully paid and
non-assessable.
3.4 The liability of shareholders of the Company is limited to the amount, if
any, unpaid on their shares. On the basis that all such shares in the
Company are fully paid, there is no rule of Cayman Islands law that would
impose any further liability on persons holding shares in the Company,
merely by reason of such shareholding.
4 QUALIFICATIONS
This opinion is subject to the following qualification and limitation that under
the Companies Law (2007 Revision) of the Cayman Islands, the register of members
of a Cayman Islands company is by statute regarded as prima facie evidence of
any matters which the Companies Law (2007 Revision) directs or authorises to be
inserted therein. A third party interest in the shares in question would not
appear. An entry in the register of members may yield to a court order for
rectification (for example, in the event of fraud or manifest error).
Except as specifically stated herein, we make no comment with respect to any
representations and warranties which may be made by or with respect to the
Company in the Registration Statement or otherwise with respect to the
commercial terms of the transactions the subject of this opinion.
We hereby consent to the use of this opinion in, and the filing hereof as an
Exhibit to, the Registration Statement and to the reference to our name under
the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal
Matters" and elsewhere in the prospectus included 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 Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
27 June 2008
To: Maples and Calder
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Dear Sirs
SOLARFUN POWER HOLDINGS CO., LTD. (THE "COMPANY")
I, Hanfei Wang, 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 Cayman Islands law. Capitalised terms used in this certificate have the
meaning given to them in the Opinion. I hereby certify that:
1 The Memorandum and Articles of Association of the Company as adopted or
registered on 26 December 2006 remain in full force and effect and are
unamended.
2 The Company has not entered into any mortgages or charges over its property
or assets other than those entered in the register of mortgages and
charges.
3 The Resolutions were signed by all the directors in the manner prescribed
in the Articles of Association of the Company.
4 The authorised share capital of the Company is US$50,000 divided into
500,000,000 shares of US$0.0001 par value each. The issued share capital of
the Company is 287,052,799 shares of US$0.0001 each, which have been issued
and are fully paid up.
5 The shareholders of the Company have not restricted or limited the powers
of the directors in any way. There is no contractual or other prohibition
(other than as arising under Cayman Islands law) binding on the Company
prohibiting it from entering into and performing its obligations under the
Indenture or the Notes.
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 the Resolutions and at the date
hereof were and are as follows:
Lu Yonghua
Sven Hansen (Good Energies Investments Limited)
Hanfei Wang
Terry McCarthy
Thomas Toy
Ernst Butler
Yinzhang Gu
Philip Comberg
Johan van Splunter
8 The minute book and corporate records of the Company as maintained at its
registered office in the Cayman Islands and made available to you are
complete and accurate in all material respects, and all minutes and
resolutions filed therein represent a complete and accurate record of all
meetings of the shareholders and directors (or any committee thereof) (duly
convened in accordance with the Articles of Association) and all
resolutions passed at the meetings, or passed by written consent as the
case may be.
9 Each director considers the transactions contemplated by the Registration
Statement and the Indenture to be of commercial 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 which are the
subject of the Opinion.
10 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.
11 The Company is not a central bank, monetary authority or other sovereign
entity of any state.
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: Hanfei Wang
Director