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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/22 Oriental Culture Holding Ltd. F-3/A 5:1.1M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: F-3/A Amendment No. 1 to Form F-3 HTML 477K 2: EX-5.1 Opinion of Maples and Calder (Hong Kong) LLP HTML 19K 3: EX-23.1 Consent of Wei Wei & Co., LLC HTML 5K 4: EX-23.3 Consent of Taikun Law Firm HTML 8K 5: EX-FILING FEES Filing Fee Table HTML 26K
Exhibit 5.1
Our ref ELR/761267-000001/21728324v1
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central
Hong Kong
Dear Sirs
Oriental Culture Holding LTD
We have acted as Cayman Islands legal advisers to Oriental Culture Holding LTD (the “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 under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain ordinary shares of par value $0.00005 each (the “Ordinary Shares”), certain preferred shares of par value $0.00005 each (the “Preferred Shares”, together with the Ordinary Shares, the “Shares”)), certain warrants (”Warrants”) exercisable into ordinary shares of the Company (“Warrants Shares”) and certain rights to receive Shares to the underwriters in the offering (“Rights”). All Shares, Warrants and Rights are issued as part of the units (the “Units”).
We are furnishing this opinion as Exhibits 5.1 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 and such other documents as we have deemed necessary in order to render the opinions below:
| 1.1 | The certificate of incorporation of the Company dated 29 November 2018 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The second amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 8 November 2019 (the “Memorandum and Articles”). |
| 1.3 | The written resolutions of the directors of the Company dated 27 January 2022 (the “Board 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 with respect to the Company issued by the Registrar of Companies dated 27 January 2022 (the “Certificate of Good Standing”). |
| 1.6 | The Registration Statement. |
| 1.7 | A draft of the form of the unit certificate representing the Units (the “Unit Certificate”). |
| 1.8 | A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the “Warrant Documents”). |
C:
| 1.9 | A draft of the form of the rights agreement and the rights certificate constituting the Rights (the “Rights Documents”). |
The documents listed in paragraphs 1.7 to 1.9 inclusive above shall be referred to collectively herein as the “Documents”.
| 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 | The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | 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. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents. |
| 2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Rights, the Warrants or the Shares. |
| 2.8 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
| 2.9 | No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
C:
| 2.10 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.11 | The Company will receive money or money’s worth in consideration for the issue of the Shares and none of the Shares were or will be 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 USD50,000.00 divided into 1,000,000,000 shares comprising of (i) 900,000,000 ordinary shares of a nominal or par value of USD0.00005 each; and (ii) 100,000,000 preferred shares of a nominal or par value of USD0.00005 each. |
| 3.3 | The issue and allotment of the Shares (including the issuance of Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents and the issuance of Ordinary Shares upon the conversion of the Rights) have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The execution, delivery and performance of the Unit Certificate, the Warrant Documents and the Rights Documents have been authorised by and on behalf of the Company and, once the Unit Certificate, the Warrant Documents and the Rights Documents have been executed and delivered by any director or officer of the Company, the Unit Certificate, the Warrant Documents and the Rights Documents will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
| 4 | Qualifications |
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, 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” 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 (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
| This ‘F-3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/22/22 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/23 Oriental Culture Holding Ltd. F-3/A 2:1M EdgarAgents LLC/FA 3/07/23 Oriental Culture Holding Ltd. F-3/A 2:1.1M EdgarAgents LLC/FA 2/09/23 Oriental Culture Holding Ltd. F-3/A 2:1.1M EdgarAgents LLC/FA 6/15/22 Oriental Culture Holding Ltd. F-3/A 2:1.1M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/17/21 Oriental Culture Holding Ltd. 6-K 12/17/21 1:19K EdgarAgents LLC/FA 12/08/21 Oriental Culture Holding Ltd. 6-K 12/08/21 3:138K EdgarAgents LLC/FA 11/09/21 Oriental Culture Holding Ltd. 6-K 11/09/21 3:882K EdgarAgents LLC/FA 11/02/21 Oriental Culture Holding Ltd. 6-K 11/02/21 2:135K EdgarAgents LLC/FA 6/29/21 Oriental Culture Holding Ltd. 6-K 6/29/21 2:20K EdgarAgents LLC/FA 4/30/21 Oriental Culture Holding Ltd. 20-F 12/31/20 102:6.9M EdgarAgents LLC/FA 11/23/20 Oriental Culture Holding Ltd. 8-A12B 1:21K EdgarAgents LLC/FA 11/12/19 Oriental Culture Holding Ltd. F-1 22:4.5M EdgarAgents LLC/FA |