Euro Tech Holdings Co Ltd – IPO: ‘F-1/A’ on 1/31/97 – EX-5.1

As of:  Friday, 1/31/97   ·   Accession #:  950123-97-632   ·   File #:  333-16277

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Amendment No. 1 to Form F-1                          120    698K 
 2: EX-1.1      Forms of Underwriting Agreement                       35    126K 
 3: EX-4.1      Underwriter's Warrant Certificate                     17     55K 
 4: EX-4.2      Financial Consulting Agreement                         8     31K 
 5: EX-4.3      Common Stock Certificate                               3     11K 
 6: EX-4.4      Redeemable Common Stock Purchase Warrants              7     19K 
 7: EX-4.5      Warrant Agreement                                     21     73K 
 8: EX-5.1      Opinion of Smith Hughes, Raworth & McKenzie            2     13K 
 9: EX-10.1     Stock Exchange Agreement                              23     56K 
10: EX-10.14    Personal Service Agreement                            16     38K 
11: EX-10.15    1996 Stock Optio Plan                                  8     36K 
12: EX-10.16    Consulting Agreement With Sidford International        4     20K 
13: EX-23.2     Consents of Arthur Andersen & Co., Hong Kong           2      9K 
14: EX-23.3     Consent of Gusrae, Kaplan & Bruno                      1      7K 
15: EX-23.4     Consent of Hastings & Co.                              1      8K 
16: EX-23.5     Consent of Jingtian Associates                         1      7K 

EX-5.1   —   Opinion of Smith Hughes, Raworth & McKenzie

EX-5.1
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                                                                     EXHIBIT 5.1

January 29, 1997                                                                

EURO TECH HOLDINGS COMPANY LIMITED                                              
C/o Euro Tech (Far East) Ltd.                                                   
18/F Gee Chang Hang Centre                                                      
65 Wong Chuk Hang Road                                                          
Hong Kong                                                                       

Gentlemen:                                                                      

RE: EURO TECH HOLDINGS COMPANY LIMITED                      

We have acted as British Virgin Islands counsel to Euro Tech Holdings 
Company Limited (the "Company") in connection with its filing of its            
registration statement on Form F-1 (File No. 333-16277, the "Registration       
Statement") covering (i) 690,000 shares (the "Shares") of Common Stock $0.01 par
value (the "Common Stock") including 90,000 additional shares of Common Stock to
be sold by the Company to cover overallotments, if any (the "Overallotment      
Shares") (ii) 690,000 Common Stock purchase warrants to purchase one share of   
Common Stock (the "Warrants") (including 90,000 additional Warrants to be sold  
by the Company to cover overallotments, if any (the "Overallotment Warrants");  
(iii) 690,000 shares of Common Stock issuable upon exercise of the Warrants (the
"Warrant Shares") (including 90,000 additional shares of Common Stock issuable  
upon exercise of the Overallotment Warrants (the "Overallotment Warrant         
Shares"); (iv) 1,000,000 shares of Common Stock purchase warrants that are owned
by certain warrantholders (the "Additional Warrants"); (v) 1,000,000 shares of  
Common Stock issuable upon exercise of the Additional Warrants (the "Additional 
Warrant Shares"); (vi) 60,000 warrants (the "Underwriter Warrants") issuable to 
May Davis Group, Inc. (the "Underwriter") to purchase 60,000 shares of Common   
Stock; (vii) 60,000 shares of Common Stock issuable upon exercise of the        
Underwriter's Warrants (the "Underwriter Warrant Shares"); (viii) 60,000 Common 
Stock Purchase Warrants issuable upon exercise of the Underwriter's Warrants    
(the "Underwriter Warrant Warrants"); and (ix) 60,000 shares of Common Stock    
issuable upon exercise of the Underwriter Warrant Warrants (the "Underwriter    
Warrant Warrant Shares"), all as more particularly described in the Registration
Statement.                                                                      

   In our capacity as British Virgin Islands counsel to the Company, we have
examined the Company's Memorandum and Articles of Association, as amended to    
date, the consents of the Board of Directors of the Company containing          
resolutions authorizing the various transactions under the Registration         
Statement (the "Resolutions").                                                  

With respect to factual matters, we have relied with your permission  
(without independent inquiry) upon statements contained in the Registration     
Statement and in the other documents we have reviewed. We have also reviewed    
such other matters of law and examined and relied upon such other documents,    
records and certificates as we have deemed relevant hereto. In all such         
examinations we have assumed conformity with the original documents of all      
documents submitted to us as conformed photostatic copies, the authenticity of  
all documents submitted to us as originals and the genuineness of all signatures
on all documents submitted to us. In addition we have assumed that the          
Resolutions have not been amended or rescinded, the accuracy of any and all     
statements or representations of fact expressed or implied in the Registration  
Statement and the other documents reviewed by us, and that the transactions     
contemplated by the Registration Statement are not in contravention of any      
agreement to which the Company is a party.                                      

On the basis of the foregoing, we are of the opinion that:            

(i) The Shares and the Over allotment Shares covered by the 
     Registration Statement have been validly authorized and will, when sold and
    paid for in full as contemplated by the Registration Statement, be legally
issued, fully paid and non-assessable;                                

EX-5.1
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 (ii) The Warrants, the Overallotment Warrants, the Additional
 Warrants, the Underwriter Warrants and the Underwriter Warrant Warrants
  have been validly authorized and will, when issued, sold and paid for in
full as contemplated by the Registration Statement, be legally issued,
fully-paid and non-assessable.                                        

   (iii) The Warrant Shares, the Overallotment Warrant Shares, the
Additional Warrant Shares, the Underwriter Warrant Shares and the     
   Underwriter Warrant Warrant shares have been validly authorized and will,
   when issued sold and paid for in full as contemplated by the Registration
Statement, be legally issued, fully-paid and non-assessable.          

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement and our firm being named in the Registration Statement   
and the Prospectus section entitled "Legal Matters". By giving this consent, we 
do not acknowledge that we are an expert as term is defined in Section 7 of the 
United States Securities Act of 1933.                                           

                     Yours faithfully,

                                    SMITH-HUGHES, RAWORTH & MCKENZIE

                             /s/  CHRISTOPHER MCKENZIE
                                          --------------------------------------
                                  Christopher Mckenzie

Dates Referenced Herein

				Referenced-On Page
This ‘F-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/31/97							None on these Dates
		1/29/97		1
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