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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/04/16 Solar Power, Inc. S-8 POS 1/04/16 5:163K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-8 POS Post Effective Amendment No.1 to Form S-8 HTML 42K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 82K 3: EX-5.1 Opinion re: Legality HTML 11K 4: EX-23.2 Consent of Experts or Counsel HTML 4K 5: EX-23.3 Consent of Experts or Counsel HTML 5K
| EX-5.1 |
Exhibit 5.1
SPI Energy Co., Ltd.
7F/B Block, 1st Building, Jinqi Plaza
No. 2145 Jinshajiang Road, Putuo District
Shanghai, P.R. China
4 January 2016
Dear Sirs
SPI Energy Co., Ltd. (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on or about 4 January 2016 (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 (i) assumption by the Company, under the Second Amended and Restated Agreement and Plan of Merger and Reorganization pursuant to which Solar Power, Inc. (“SPI”) merges with and into SPI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, with SPI Merger Sub, Inc. surviving the merger as a wholly-owned subsidiary of the Company and changing its name to SPI Solar, Inc. (the “Merger”), of SPI’s existing obligations with respect to all outstanding options to purchase shares of SPI’s common stock and all other outstanding equity awards granted to directors, employees and consultants under the 2006 Equity Incentive Plan of SPI (such plan, to be referred to as the “Plan”, 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) to provide for the issuance of an equal number of the Company’s ordinary shares of a par value of US$0.000001 each in the share capital of the Company (the “Shares”) rather than the common stock of SPI upon the exercise of the awards under the same terms and conditions; and (ii) adoption by the Company of the following registration statements on Form S-8: (a) File No. 333-147246 and (b) File No. 333-203917.
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 22 June 2015 and effective conditional and immediately upon the completion of the Merger (the “Memorandum and Articles”), and the resolutions of the directors of the Company passed on 8 May 2015 and 29 December 2015 (the “Resolutions”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company have been duly and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (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).
These opinions are subject to the qualification that under the Companies Law (2013 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 (2013 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).
These 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. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) 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, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly passed in the manner prescribed in the Memorandum and Articles and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below, and (g) upon the issue of any Shares, the Company will receive consideration which shall be equal to at least the par value of such Shares.
This opinion letter is to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the United States Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
2
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/23 SPI Energy Co., Ltd. 10-K 12/31/22 129:11M GlobalOne Filings Inc/FA 4/01/22 SPI Energy Co., Ltd. 10-K 12/31/21 133:11M GlobalOne Filings Inc/FA |