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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/22 Cosmos Group Holdings Inc. S-8 5/19/22 7:1.4M Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 173K
Employee Benefit Plan
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 6K
3: EX-5.1 Opinion of Counsel re: Legality HTML 9K
4: EX-10.1 Material Contract HTML 30K
5: EX-23.1 Consent of Expert or Counsel HTML 6K
7: EX-FILING FEES Fee Table HTML 14K
6: EX-99.1 Miscellaneous Exhibit HTML 100K
EXHIBIT 5.1
CHEN-DRAKE LAW GROUP, P.C.
55 Sukhumvit 26
Khlong Ton, Khlong Toei, Bangkok, Thailand 10110
(310) 358-0104 (t); 888-896-7763 (f)
Cosmos Group Holdings Inc.
37/F, Singapore Land Tower
50 Raffles Place, Singapore 048623
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Cosmos Group Holdings Inc., a Nevada corporation and aka Coinllectibles Inc. (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration for resale under the Securities Act of an aggregate of up to 26,921,356 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issued pursuant to Coinllectible 2022 Stock Incentive Plan (the “Reoffer Shares”), on behalf of the selling securityholders or their permitted transferees described in the prospectus included in the Registration Statement (the “Prospectus”). All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
As counsel to the Company in connection with the Registration Statement, we have examined the actions taken by the Company in connection with the authorization of the issuance of the Shares, and such documents as we have deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.
We express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.
Based upon and subject to the foregoing, it is our opinion that the issued and outstanding Reoffer Shares are validly issued, fully paid and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |||
| /s/ Chen-Drake Law | |||
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| Chen-Drake Law | |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/19/22 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/22 Cosmos Group Holdings Inc. 10-Q 3/31/22 87:6.1M Pubco Reporting … Inc/FA 5/23/17 Cosmos Group Holdings Inc. 10-12G 6:2.5M GlobalOne Filings Inc/FA 9/26/16 Fulgent Genetics, Inc. S-1/A 5:2.1M Donnelley … Solutions/FA |