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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/22/18 Cango Inc. F-1 26:9.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement by a Foreign Private Issuer HTML 2.77M 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 295K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 10K 4: EX-4.5 Instrument Defining the Rights of Security Holders HTML 17K 5: EX-5.1 Opinion re: Legality HTML 14K 6: EX-8.1 Opinion re: Tax Matters HTML 14K 7: EX-8.2 Opinion re: Tax Matters HTML 12K 13: EX-10.11 Material Contract HTML 52K 14: EX-10.12 Material Contract HTML 147K 15: EX-10.13 Material Contract HTML 206K 16: EX-10.14 Material Contract HTML 51K 17: EX-10.16 Material Contract HTML 88K 8: EX-10.3 Material Contract HTML 57K 9: EX-10.4 Material Contract HTML 13K 10: EX-10.5 Material Contract HTML 45K 11: EX-10.6 Material Contract HTML 51K 12: EX-10.7 Material Contract HTML 10K 18: EX-21.1 Subsidiaries HTML 19K 19: EX-23.1 Consent of Experts or Counsel HTML 8K 20: EX-23.2 Consent of Experts or Counsel HTML 8K 21: EX-23.6 Consent of Experts or Counsel HTML 10K 22: EX-23.7 Consent of Experts or Counsel HTML 10K 23: EX-23.8 Consent of Experts or Counsel HTML 10K 24: EX-99.1 Miscellaneous Exhibit HTML 55K 25: EX-99.2 Miscellaneous Exhibit HTML 13K 26: EX-99.3 Miscellaneous Exhibit HTML 48K
| EX-8.2 |
Exhibit 8.2
[●], 2018
Matter No.:826024
Doc Ref: AC/CB/cy/103922766
Cango Inc.
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands
Dear Sirs,
Cango Inc. (the “Company”)
We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about [●], 2018 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of class A ordinary shares, par value US$0.0001 each of the Company.
For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:
| (i) | the Registration Statement; and |
| (ii) | a draft of the prospectus (the “Prospectus”) contained in the Registration Statement which is in substantially final form. |
We have also reviewed and relied upon (1) the currently adopted second amended and restated memorandum of association and articles of association of the Company, (2) the third amended and restated memorandum of association and articles of association of the Company to become effective prior to the closing of the Company’s initial public offering of class A ordinary shares, par value US$0.0001 each, represented by American Depositary Shares, and (3) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement reviewed by us; (c) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and (d) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.
On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Taxation — Cayman Islands Taxation” in the Prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the reference of our name in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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.
Yours faithfully,
Conyers Dill & Pearman
Page 2 of 2
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/23 Cango Inc. 20-F 12/31/22 132:15M Donnelley … Solutions/FA 4/26/22 Cango Inc. 20-F 12/31/21 122:15M Donnelley … Solutions/FA 4/27/21 Cango Inc. 20-F 12/31/20 128:15M Donnelley … Solutions/FA 7/05/18 SEC UPLOAD¶ 8/22/18 1:138K Cango Inc. |