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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/18/20 Loha Co. Ltd. F-1/A 12:4.3M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1/A Amendment No. 4 to Form F-1 HTML 1.25M
2: EX-1.1 Form of Underwriting Agreement HTML 181K
3: EX-4.1 Specimen Certificate for Class A Ordinary Shares HTML 6K
4: EX-4.2 Form of Representatives' Warrant HTML 102K
5: EX-5.1 Opinion of Conyers Dill & Pearman Regarding the HTML 13K
Validity of the Class A Ordinary Shares Being
Registered
6: EX-5.2 Opinion of Bevilacqua Pllc HTML 16K
7: EX-8.1 Opinion of Conyers Dill & Pearman Regarding HTML 12K
Certain Cayman Islands Tax Matters
8: EX-8.3 Opinion of Potomac Law Group Regarding Certain HTML 17K
U.S. Tax Matters
9: EX-10.5 Form of Indemnification Agreement Between the HTML 50K
Registrant and Its Directors and Executive
Officers
10: EX-10.6 Form of Employment Agreement Between the HTML 31K
Registrant and Its Executive Officers
11: EX-23.1 Consent of Marcum Bernstein & Pinchuk LLP HTML 7K
12: EX-99.2 Opinion of Hylands Law Firm Regarding Certain Prc HTML 36K
Law Matters
Exhibit 5.1
18 December 2020
Matter No.829108
Doc Ref: 106720225
852 2842 9530
Loha Co. Ltd.
Room 2212A, 22nd Floor
Xiangjiang Financial Center (Industrial Zone)
Unit 19, 3rd Street, Xinghai Avenue
Nanshan District, Shenzhen
Guangdong Province 518000
People’s Republic of China
Attn: the board of directors
Dear Sirs,
| Re: | Loha Co. Ltd. (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 filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (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$0.0002 each (the “Class A Ordinary Shares”) of the Company.
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed (1) the currently adopted amended and restated memorandum and articles of association of the Company provided to us on 15 December 2020, (2) unanimous written resolutions of the directors of the Company passed on 17 December 2020 (the “Resolutions”), (3) a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 15 December 2020 (the “Certificate Date”), and (4) 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.
C:
We have assumed (a) 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, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed 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, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) 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, (e) 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, (f) that upon issue of any Class A Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, and (g) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission.
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:
| 1. | The Company is duly incorporated and existing under the law 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 (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. |
| 2. | When issued and paid for as contemplated by the Registration Statement, the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforcement of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby 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.
Yours faithfully,
Page 2 of 2
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/21 Loha Co. Ltd. F-1/A 2:2.9M EdgarAgents LLC/FA 11/26/21 Loha Co. Ltd. F-1/A 2:2.9M EdgarAgents LLC/FA 10/20/21 Loha Co. Ltd. F-1/A 2:2.8M EdgarAgents LLC/FA 9/10/21 Loha Co. Ltd. F-1/A 2:2.8M EdgarAgents LLC/FA 8/18/21 Loha Co. Ltd. F-1/A 2:2.5M EdgarAgents LLC/FA 6/21/21 Loha Co. Ltd. F-1/A 2:2M EdgarAgents LLC/FA 5/28/21 Loha Co. Ltd. F-1/A 2:2M EdgarAgents LLC/FA 4/09/21 Loha Co. Ltd. F-1/A 5:3.2M EdgarAgents LLC/FA 12/28/20 Loha Co. Ltd. F-1/A 2:3.4M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/04/20 Loha Co. Ltd. F-1/A 10:4.5M EdgarAgents LLC/FA 3/27/20 Loha Co. Ltd. F-1/A 2:2.6M EdgarAgents LLC/FA 12/09/19 Loha Co. Ltd. F-1 23:3.9M EdgarAgents LLC/FA |