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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/30/23 Mercurity Fintech Holding Inc. F-1 6:685K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement by a Foreign Issuer HTML 394K 2: EX-5.1 Opinion of Counsel re: Legality HTML 20K 3: EX-5.2 Opinion of Counsel re: Legality HTML 67K 4: EX-23.1 Consent of Expert or Counsel HTML 6K 5: EX-23.2 Consent of Expert or Counsel HTML 6K 6: EX-FILING FEES Filing Fees HTML 19K
Exhibit 5.1
| Our ref | VSL/694616-000001/26519350v2 |
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
30 May 2023
Dear Sirs
Mercurity Fintech Holding Inc.
We have acted as Cayman Islands legal advisers to Mercurity Fintech Holding Inc. (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed on 30 May 2023 with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the resale by certain selling shareholders named in the Registration Statement (the "Selling Shareholders") of certain of the Company's ordinary shares of par value US$0.004 each (the "Shares").
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
| 1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 13 July 2011, the certificates of incorporation on change of name of the Company dated 28 December 2016 and 4 May 2020, issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The fourth amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 20 December 2018 (the "Memorandum and Articles"). |
| 1.3 | The written resolutions of the board of directors of the Company dated 29 May 2023 (the "Resolutions"). |
| 1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
| 1.5 | A certificate of good standing dated 26 May 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement. |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
| 2.4 | None of the Shares were issued for less than par value. |
| 3 | Opinion |
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 and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company is US$250,000 divided into 62,500,000 ordinary shares with a par value of US$0.004 each. |
| 3.3 | The issue and allotment of the Shares to be offered and sold by the Selling Shareholders as contemplated in the Registration Statement have been duly authorised. The Shares are legally issued and allotted and (assuming the purchase price therefor has been paid in full) fully paid and non-assessable. |
| 3.4 | The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | Under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted in it. 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). |
| 4.2 | In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum |
VSL/694616-000001/26519350v2 | 2 |
and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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 any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion 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
Maples and Calder (Hong Kong) LLP
VSL/694616-000001/26519350v2 | 3 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/24 Mercurity Fintech Holding Inc. F-1/A 3:1M M2 Compliance LLC/FA 1/19/24 Mercurity Fintech Holding Inc. F-1/A 3:1M M2 Compliance LLC/FA 11/14/23 Mercurity Fintech Holding Inc. F-1/A 7:31M M2 Compliance LLC/FA 9/01/23 Mercurity Fintech Holding Inc. F-1/A 4:807K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/23 Mercurity Fintech Holding Inc. 20-F 12/31/22 95:14M Toppan Merrill/FA2 10/18/22 Mercurity Fintech Holding Inc. 6-K 10/18/22 2:77K Toppan Merrill/FA 6/17/22 Mercurity Fintech Holding Inc. 6-K 6/17/22 2:41K Toppan Merrill/FA 6/15/22 Mercurity Fintech Holding Inc. 20-F 12/31/21 88:11M Toppan Merrill/FA2 2/07/22 Mercurity Fintech Holding Inc. 6-K/A 2/07/22 3:115K Toppan Merrill/FA 9/24/21 Mercurity Fintech Holding Inc. S-8 9/24/21 4:210K Toppan Merrill/FA 6/12/20 Mercurity Fintech Holding Inc. 20-F 12/31/19 103:10M Toppan Merrill/FA 8/19/15 Mercurity Fintech Holding Inc. S-8 8/19/15 5:607K Toppan Merrill/FA 3/30/15 Mercurity Fintech Holding Inc. F-1/A 3/27/15 11:6.2M Toppan Merrill-FA |