Amendment to Current, Quarterly or Annual Report by a Foreign Issuer — Form 6-K — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 6-K/A Amendment No. 1 to Form 6-K HTML 16K
2: EX-4.2 Form of Placement Agent Warrant HTML 145K
3: EX-5.1 Form of Cayman Islands Legal Opinion HTML 30K
4: EX-10.2 Form of Placement Agency Agreement, Between Color HTML 87K
Star Technology Co., Ltd. and Ft Global Capital,
Inc
5: EX-99.2 Press Release Dated September 28, 2021 HTML 10K
Re:
Color Star Technology Co., Ltd. (the “Company”)
We
have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s registration statement on Form
F-3 (File No. 333-236616) (the "Registration Statement") and prospectus supplement annexed thereto (the “Prospectus
Supplement”) (which terms do not include any other document or agreement whether or not specifically referred to therein or
attached as an exhibit or schedule thereto) to be filed by the Company with the United States Securities and Exchange Commission (the
"Commission") under the US Securities Act of 1933 (as amended) (the "Securities Act") and related base
prospectus dated March 10, 2020 and filed with the Commission on February 25, 2020, as amended on March 4, 2020 and declared effective
on March 10, 2020 (the “Prospectus”), and the Prospectus Supplement dated September 28, 2021 relating to the issue
and offering (the “Offering”) by the Company from time to time of an aggregate of: (a)(i) 31,624,923 ordinary shares
of the Company, par value US$0.001 each (the “Ordinary Shares”), and (ii) warrants to purchase up to an aggregate
of 22,137,448 Ordinary Shares (the “Buyer Warrants”), both pursuant to a Securities Purchase Agreement dated September24, 2021 made between the Company and the investors listed thereto (the “Purchase Agreement”); (b) warrants to purchase
up to an aggregate of 948,747 Ordinary Shares (the “Placement Agent Warrants”, and together with Buyer Warrants, the
“Warrants”) pursuant to a placement agency agreement dated September 24, 2021 made between the Company and with FT
Global Capital, Inc. (the “Placement Agency Agreement”); and (c) the Ordinary Shares underlying the Buyer Warrants
(22,137,448 Ordinary Shares) and the Placement Agent Warrants (948,747 Ordinary Shares) (collectively, the “Warrant Shares”,
and together with the 31,624,923 Ordinary Shares issued, the “Shares”). The Warrants and the Shares are hereinafter
collectively referred to as the “Securities”.
Conyers
Dill & Pearman LLP has been registered, and operating, as a Cayman Islands limited liability partnership since 1 June 2021 following
the conversion of the Cayman Islands firm of Conyers Dill & Pearman to a limited liability partnership on that date.
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1.
DOCUMENTS
REVIEWED
For
the purposes of giving this opinion, we have examined and relied upon a copy of the following documents:
1.1.
the
Registration Statement; and
1.2.
the
Prospectus and Prospectus Supplement;
1.3.
the
Placement Agency Agreement;
1.4.
the
Purchase Agreement; and
1.5.
the
Warrants.
The
documents listed in items 1.1 through 1.5 above are herein sometimes collectively referred to as the "Transaction Documents"
and the documents listed in items 1.3 and 1.5 above are herein sometimes collectively referred to as the "Securities Documents"
(which terms do not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit
or schedule thereto).
We
have also reviewed:
1.6.
a
copy of the Certificate of Incorporation dated 28 June 2018, the Certificate of Incorporation
on Change of Name dated 12 July 2019, the Certificate of Incorporation on Change of Name
dated 1 May 2020, the Amended and Restated Memorandum and Articles of Association of the
Company approved by special resolution passed on 27 April 2020 as further amended pursuant
to minutes of extraordinary general meeting of shareholders dated November 18, 2020, the
register of directors and officers of the Company dated 16 August 2021, the register of members
of the Company dated 16 August 2021, each certified by the Secretary of the Company on 22
September 2021 (collectively, the “Constitutional Documents”);
1.7.
a
copy of unanimous written resolution of the directors of the Company dated 22 September 2021
(the "Resolutions");
1.8.
a
copy of a Certificate of Good Standing (the “Good Standing Certificate”)
issued by the Registrar of Companies in relation to the Company on 27 September 2021 (the
“Certificate Date”);
1.9.
a
copy of a certificate of incumbency of the Company issued by Campbells Corporate Services
Limited dated 22 September 2021 (the “Incumbency Certificate” and together
with the Constitutional Documents, the Good Standing Certificate and the Resolutions, the
“Corporate Documents”);
1.10.
the
results of our electronic searches against the Company at the Registrar of Companies conducted
on 22 September 2021 and the electronic Register of Writs and other Originating Process of
the Grand Court of the Cayman Islands conducted on 22 September 2021; and
1.11.
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.
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2.
ASSUMPTIONS
We
have assumed:
2.1.
the
genuineness and authenticity of all signatures and the conformity to the originals of all
copies (whether or not certified) examined by us and the authenticity and completeness of
the originals from which such copies were taken;
2.2.
that
where a document has been examined by us in draft form, it will be or has been executed in
the form of that draft, and where a number of drafts of a document have been examined by
us all changes thereto have been marked or otherwise drawn to our attention;
2.3.
the
capacity, power and authority of each of the parties to the Securities Documents, other than
the Company, to enter into and perform its respective obligations under the Securities Documents;
2.4.
the
due execution of the Securities Documents by each of the parties thereto, other than the
Company, where a party, and the physical delivery thereof by each of the parties thereto
with an intention to be bound thereby;
2.5.
the
accuracy and completeness of all factual representations made in the Transaction Documents
and other documents reviewed by us;
2.6.
that
the Resolutions were passed at one or more duly convened, constituted and quorate meetings
or by unanimous written resolutions, remain in full force and effect and have not been rescinded
or amended;
2.7.
that
there is no provision of the law of any jurisdiction, other than the Cayman Islands, which
would have any implication in relation to the opinions expressed herein;
2.8.
the
validity and binding effect under the laws of the State of New York (the "Foreign
Laws") of the Documents in accordance with their respective terms;
2.9.
the
validity and binding effect under the Transaction Documents of the submission by the Company
to the exclusive jurisdiction of the state and federal courts of the United States of America
located in the City of New York, Borough of Manhattan (the “Foreign Courts”);
2.10.
that
the Company will issue the Securities in furtherance of its objects as set out in its Constitutional
Documents;
2.11.
that
the Constitutional Documents will not be amended in any manner that would affect the opinions
set forth herein;
2.12.
that,
upon the issue of any Securities to be sold by the Company, the Company will receive consideration
for the full issue price thereof which shall not be less than the par value thereof;
2.13.
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 shares of the Company;
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2.14.
that
the Registration Statement, Prospectus and Prospectus Supplement have been declared effective
by the Commission prior to, or concurrent with, the sale of the Securities pursuant to the
Registration Statement;
2.15.
the
Offering and the transactions contemplated under the Transaction Documents complies with
the requirements of the applicable rules of the Nasdaq Stock Market;
2.16.
the
Company is and after filing of the Registration Statement with the Commission, will be able
to pay its liabilities as they become due;
2.17.
the
validity and binding effect under the laws of the United States of America of the Registration
Statement, Prospectus and Prospectus Supplement and that the Registration Statement, Prospectus
and Prospectus Supplement will or have been duly filed with and declared effective by the
Commission;
2.18.
the
Company will have sufficient authorized capital to effect the issue of each of the Securities
at the time of issuance pursuant to the Transaction Documents, whether as a principal issue
or on the conversion, exchange, exercise of a Warrant; and
2.19.
that
the form and terms of any and all Securities or other securities (or other obligations, rights,
currencies, commodities or other subject matter) comprising the same or subject thereto (in
the case of the Warrants), the issuance and sale thereof by the Company, and the Company's
incurrence and performance of its obligations thereunder or in respect thereof (including,
without limitation, its obligations under any related agreement, indenture or supplement
thereto) in accordance with the terms thereof will not violate the Constitutional Documents
nor any applicable law, regulation, order or decree in the Cayman Islands;
2.20.
that
all necessary corporate action will be taken to authorise and approve any issuance of Securities
including, if preferred shares are to be issued, all necessary corporate action to establish
one or more series of preferred shares and fix the designation, powers, preferences, rights,
qualifications, limitations and restrictions thereof), the terms of the offering thereof
and related matters, and that the applicable definitive purchase, underwriting or similar
agreement and, if Securities are to be issued, the applicable indenture and any applicable
supplements thereto, will be duly approved, executed and delivered by or on behalf of the
Company and all other parties thereto; and
2.21.
save
for the Corporate Documents, there are no resolutions, agreements, documents or arrangements
which materially affect, amend or vary the transactions contemplated by the Registration
Statement.
3.
QUALIFICATIONS
3.1.
We
express no opinion as to the enforceability of any provision of the Transaction Documents
which provides for the payment of a specified rate of interest on the amount of a judgment
after the date of judgment or which purports to fetter the statutory powers of the Company.
In addition, any provision expressly or impliedly providing that certain statements, calculations
and/or certificates are incorrect on their face or fraudulent will not necessarily prevent
judicial enquiry into the merits of a claim of an aggrieved party.
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3.2.
We
express no opinion in respect of the enforceability of any provision in the Transaction Documents
which purports to fetter the statutory powers of the Company.
3.3.
We
express no opinion with respect to the issuance of Shares pursuant to any provision of the
Transaction Documents that purports to obligate the Company to issue Shares following the
commencement of a winding up or liquidation of the Company.
3.4.
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. This opinion is issued solely for your benefit and
use in connection with the matter described herein and is not to be relied upon by any other
person, firm or entity or in respect of any other matter.
4.
OPINION
On
the basis of and subject to the foregoing, we are of the opinion that:
4.1.
The
Company is duly incorporated and existing under the laws of the Cayman Islands and, based
on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant
to the Companies Act (Revised) (the “Act”), a company is deemed to be
in good standing if all fees and penalties under the Act have been paid and the Registrar
of Companies has no knowledge that the company is in default under the Act.
4.2.
When
issued and paid for in accordance with the Transaction Documents and recorded in the register
of members of the Company, the Shares will be validly issued, fully-paid and non-assessable
(which term when used herein means that no further sums are required to be paid by the holders
thereof in connection with the issue of such shares).
4.3.
The
Warrants have been duly authorized and when issued and delivered by the Company pursuant
to the Transaction Documents against payment of the consideration set forth in the Transaction
Documents, such Warrants will be validly issued and will constitute valid and binding obligations
of the Company in accordance with the terms thereof.
We
hereby consent to the filing of this opinion as exhibit 5.1 to the Registration Statement and further consent to all references to us
in the Registration Statement and any amendments thereto. In giving this consent, we do not consider that we are “experts”
within the meaning of such term as used in the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder,
with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours
faithfully,
/s/
Conyers Dill & Pearman LLP
Conyers
Dill & Pearman LLP
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Dates Referenced Herein and Documents Incorporated by Reference
