Attached files
file | filename |
---|---|
S-1/A - VIASPACE S1/A - VIASPACE Green Energy Inc. | viaspace_s1a6.htm |
EX-10.12 - AMENDMENT TO SECURITIES PURCHASE AGREEMENT - VIASPACE Green Energy Inc. | viaspace_s1a-ex1012.htm |
EX-3.1 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT - VIASPACE Green Energy Inc. | viaspace_s1a6-ex0301.htm |
EX-10.11 - AMENDMENT #4 TO SPA - VIASPACE Green Energy Inc. | viaspace_s1a6-ex1011.htm |
EX-23.2 - CONSENT - VIASPACE Green Energy Inc. | viaspace_s1a6-ex2302.htm |
EX-23.1 - CONSENT - VIASPACE Green Energy Inc. | viaspace_s1a6-ex2301.htm |
Exhibit 5.1
MAPLES
Our
ref
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MNG.653922.000001
|
Direct
tel
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+1
284 852 3038
|
Email
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matthew.gilbert@maplesandcalder.corn
|
VIASPACE
Green Energy Inc.
PO Box
2196
Road
Town
Tortola
British
Virgin Islands
25
November 2009
Dear
Sirs
VIASPACE
Green Energy Inc. (the "Company")
We are lawyers licensed and qualified
to practice law in the British Virgin Islands. We have been asked to provide this legal opinion in
connection with the resale of up to 896,800 shares in the Company, each
with a par value of
US$0,001 (the "Shares"),
pursuant to the
Registration statement, as amended, on Form S-1A, Number 333-159717 provided
to us (the "Registration
Statement") as filed by
the Company with the
United States Securities and Exchange Commission ("SEC").
1
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DOCUMENTS
REVIEWED
|
We have
reviewed originals, copies, drafts or conformed copies of the following
documents:
1.1
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The written resolutions of the
directors of the Company dated 23 November 2009 and the unanimous written resolutions of
the directors and majority shareholders of the Company dated 2
June 2009 (the
"Resolutions").
|
1.2
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A registered agent's certificate
of incumbency dated 24 November 2009, issued by CCS Management Limited, the Company's
registered agent, (a copy of which is attached as Annexure A) (the "Registered
Agent's Certificate").
|
1.3
|
The
public records of the Company on file and available for public inspection
at the Registry of Corporate Affairs in the British Virgin Islands
(the"Registry
of Corporate Affairs") on 24 November 2009
including:
|
(a)
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the
Company's Certificate of Incorporation;
and
|
(b)
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the
Company's amended and restated Memorandum and Articles of
Association.
|
1.4
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A certificate from a Director of
the Company dated 24 November 2009 (a copy of which is annexed hereto as Annexure B)
(the "Director's
Certificate").
|
1.5
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The
Registration Statement.
|
Maples
and Calder
Sea
Meadow House, PO Box 173 Road Town Tortola VG1110 British Virgin
Islands
Tel +I
284 852 3000 Fax +1 284 852 3097 www.maplesand calder.com
2
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ASSUMPTIONS
|
In giving
this opinion we have assumed (without further verification) the completeness and
accuracy of the Registered Agent's Certificate and the Director's Certificate.
We have also relied upon the following assumptions, which we have not
independently verified:
2.1
|
Copy
documents, conformed copies or drafts of documents provided to us are true
and complete copies of, or in the final forms of, the
originals.
|
2.2
|
All
signatures, initials and seals are
genuine.
|
2.3
|
The
accuracy and completeness of all factual representations expressed in or
implied by the documents we have
examined.
|
2.4
|
There
is nothing under any law (other than the law of the British Virgin
Islands) which would or might affect the opinions hereinafter
appearing.
|
2.5
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That
all public records of the Company which we have examined are accurate and
that the information disclosed by the searches which we conducted against
the Company at the Registry of Corporate Affairs is true and complete and
that such information has not since then been altered and that such
searches did not fail to disclose any information which had been delivered
for registration but did not appear on the public records at the date of
our searches.
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2.6
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The
Resolutions remain in full force and
effect.
|
2.7
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That
no less than the par value has been paid for the
Shares.
|
3
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OPINIONS
|
Based
upon, and subject to, the foregoing assumptions and 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 is a company limited by shares duly incorporated under the BVI
Business Companies Act, 2004 (the "Act"), in good standing at the Registry
of Corporate Affairs and validly existing under the laws of the British
Virgin Islands, and possesses the capacity to sue and be sued in its own
name.
|
3.2
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The
Company is authorised to issue 50,000,000 shares with a par value of
US$0.001 each of which 8,600,000 have been
issued.
|
3.3
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The
Shares now issued are duly authorised, validly issued, fully paid and non
assessable.
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4
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QUALIFICATIONS
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The
opinions expressed above are subject to the following
qualifications:
4.1
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To
maintain the Company in good standing under the laws of the British Virgin
Islands, annual filing fees must be paid to the Registry of Corporate
Affairs.
|
4.2
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The
obligations of the Company may be subject to restrictions pursuant to
United Nations sanctions as implemented under the laws of the British
Virgin Islands.
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4.3
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We
make no comment with regard to the references to foreign statutes in the
Registration Statement.
|
4.4
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This
opinion is confined to and given on the basis of the laws of the British
Virgin Islands at the date hereof and as currently applied by the courts
of the British Virgin Islands. We have not investigated and we do not
express or imply nor are we qualified to express or imply any opinion on
the laws of any other jurisdiction.
|
5
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CONSENTS
|
In
connection with the above opinion, we hereby consent:
5.1
|
To
the use of our name in the Registration Statement, the prospectus
constituting a part thereof and all amendments thereto under the caption
''Legal Matters''; and
|
5.2
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To
the filing of this opinion as an exhibit to the Registration
Statement.
|
In
providing this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder. This opinion is
limited to the matters detailed herein and is not to be read as an opinion with
respect to any other matter.
Yours
faithfully
/s/
Maples and Calder
Maples
and Calder
Annexure
A
Registered
Agent's Certificate
A-1
CERTIFICATE OF
INCUMBENCY
We, CCS
MANAGEMENT LIMITED of 263 Main Street, P.O. Box 2196, Road Town, Tortola,
British Virgin Islands, being the duly appointed Registered Agent of VIASPACE
Green Energy Inc. ("the Company"), a Company incorporated in and existing under
the laws of the Territory of the British Virgin Islands on the 1st day of
July, 2008, Registration Number 1489717, authorized to issue a maximum of
50,000,000 shares with a par value of US$0,001 each, hereby confirm the
following:
(1)
|
that
the registered office of the Company is situated at the office of CCS
Management Limited, 263 Main Street, P.O. Box 2196, Road Town, Tortola,
British Virgin Islands;
|
(2)
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that
the Company is in Good Standing in the British Virgin
Islands;
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(3)
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that
as far as can be determined from the documents retained at the Registered
Office of the Company, there are no Plan of Liquidation commencing the
voluntary winding-up of the Company nor have any been filed with the
Registrar of Corporate
Affairs;
|
(4)
|
that
as far as can be determined from the documents retained at the Registered
Office of the Company, there arc no legal, arbitration or other
administrative proceedings threatened or have been commenced against the
Company;
|
(5)
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that
as far as can be determined from the documents retained at the Registered
Office of the
Company, the Directors appointed are as
follows:
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NAME
|
DATE OF APPOINTMENT
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Carl
Allan Kukkonen
|
July
1, 2008
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CHANG,
Sung-Hsieh
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October
21, 2008
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ABDALLAT,
Amjad Saleh
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October
21, 2008
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(6)
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that
as far as can be determined from the documents retained at the Registered
Office of the Company, the Shareholders are as
follows:
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NAME
|
CERTIFICATE
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SHARES
HELD
|
DATE ISSUED
|
||||||
VIASPACE
Inc.
|
1
|
10 |
July
1, 2008
|
||||||
VIASPACE
|
2 | 5,099,990 |
November
10, 2008
|
||||||
Sung
I-Isien Chang
|
3 | 530,000 |
November
10, 2008
|
||||||
Green
Solutioins Group Limited
|
4 | 526,000 |
November
10, 2008
|
||||||
Wen
Li ang Chang
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5 | 10,000 |
November
10, 2008
|
||||||
Yin
Chia Yang Chang
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6 | 10,000 |
November
10, 2008
|
||||||
Sung
Kao Chang
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7 | 40,000 |
November
10, 2008
|
||||||
Yu
Yin Chang
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8 | 10,000 |
November
10, 2008
|
||||||
Shun
Yin Chang
|
9 | 10,000 |
November
10, 2008
|
||||||
Sung
Flung Chang
|
10 | 60,000 |
November
10, 2008
|
||||||
Fish'
Fen Su
|
11 | 350,000 |
November
10, 2008
|
||||||
Chun
Hao Chang
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12 | 200,000 |
November
10, 2008
|
||||||
Jay
Chang
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13 | 200,000 |
November
10, 2008
|
||||||
Chung
Hsin Lin
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14 | 10,000 |
November
10, 2008
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A-2
Yin
At Chang
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15 | 10,000 |
November
10, 2008
|
||||||
Chan
Sheng Lin
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16 | 10,000 |
November
10, 2008
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||||||
Chan
Kuan Lin
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17 | 10,000 |
November
10, 2008
|
||||||
Tzu
Ching Lin
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18 | 10,000 |
November
10, 2008
|
||||||
Chan
Chun Ein
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19 | 10,000 |
November
10, 2008
|
||||||
Chili
Wei Chang
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20 | 10,000 |
November
10, 2008
|
||||||
Ting
Wei Chang
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21 | 10,000 |
November
10, 2008
|
||||||
Ya
Hui Chang
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22 | 10,000 |
November
10, 2008
|
||||||
Ko
1-Isin Yang
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23 | 10,000 |
November
10, 2008
|
||||||
Than
Pei Xiao
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24 | 99,000 |
November
10, 2008
|
||||||
Hai
Yang Xiao
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25 | 500 |
November
10, 2008
|
||||||
Hai
Lan Xiao
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26 | 500 |
November
10, 2008
|
||||||
1
Sen Chen
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27 | 50,000 |
November
10, 2008
|
||||||
Huan
Ching Hsu
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28 | 100,000 |
November
10, 2008
|
||||||
Su
Nan Wang
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29 | 150,000 |
November
10, 2008
|
||||||
Marty
F. Bridges
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30 | 2,000 |
November
10, 2008
|
||||||
Ko
Hung Wang
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31 | 525,000 |
November
10, 2008
|
||||||
GIT,
LLC,
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32 | 523,000 |
November
10, 2008
|
||||||
Kevin
Wei
|
33 | 100 |
November
10, 2008
|
||||||
Albert
Wu
|
34 | 500 |
November
10, 2008
|
||||||
Eric
Wu
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35 | 500 |
November
10, 2008
|
||||||
Kevin
Wu
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36 | 500 |
November
10, 2008
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||||||
Alexander
Brown
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37 | 100 |
November
10, 2008
|
||||||
Nathaniel
Brown
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38 | 100 |
November
10, 2008
|
||||||
Makayla
Xinyu Hu
|
39 | 100 |
November
10, 2008
|
||||||
Rachel
Xinrui Flu
|
40 | 100 |
November
10, 2008
|
||||||
Lily
Wang
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41 | 1,000 |
November
10, 2008
|
||||||
Patricia
Roberge
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42 | 1,000 |
November
10, 2008
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(7)
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that
as far as can be determined from the documents retained at the Registered
Office of the
Company, no Register of Charges pursuant to Section 163 of the BVI
Business Companies Act has been filed at the Registry of Corporate Affairs
nor held on file at the Company's Registered
Office.
|
Dated
this 24th day of November, 2009
/s/
signature
For and
on behalf of
CCS
Management Limited - Registered Agent
A-3
Annexure
B
Director's
Certificate
B-1
VIASPACE
GREEN ENERGY INC.
C/O CCS
Management Limited,
263 Main
Street, P.O. Box 2196,
Road
Town, Tortola
VG1110
British
Virgin Islands
24
November 2009
To
|
Maples
and Calder
Sea
Meadow House
PO
Box 173
Road
Town
Tortola
British
Virgin Islands
|
Dear
Sirs:
VIASPACE
Green Energy Inc. (the
"Company'')
I, Carl
Kukkonen, being a director of the Company, am aware that you are being asked to
provide a legal opinion (the "Opinion") in relation to certain aspects of
British Virgin Islands law. Capitalised terms used in this certificate have the
meaning given to them in the Opinion. I
hereby certify that:
1
|
The Memorandum and Articles of
Association of the Company registered on July 1,
2008 and
amended on November 10, 2008 remain in full force and
effect.
|
2
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The
Company hasnot
created any charges over any of its property or
assets,
|
3
|
The written resolutions (the
'Resolutions") of the board of directors dated June 2, 2009 and
November 23, 2009 were signed by all the directors in the manner
prescribed in the
Articles of Association of the Company, including as to the
disclosure of any director's interests in the Agreements (as defined in
the Resolutions)
|
4
|
The Company is authorised to
issue a maximum of 50,000,000
shares each with a
par value of US$0,001 divided into 8,600,000 Common Shares and 0
(zero) Preferred Shares, of which 8,600,000 Common Shares have been
validly issued and are fully paid
up.
|
5
|
The shareholders of the Company
have not restricted or limited the powers of the directors in any
way other than as set out in
the Memorandum and Articles of Association, There is no contractual or
other prohibition
(other than as arising under British Virgin
Islands law) binding on the Company prohibiting it from entering
into and performing the transactions contemplated under the Registration
Statement.
|
B-2
6
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The
Company has reserved 1.4 million Common Shares in its 2009 Stock Incentive
Plan which was as approved by the board of directors on June 2, 2009. As
of the date of this letter, zero shares have been
issued.
|
7
|
The
Resolutions were duly adopted, are in full force and effect at the date
hereof and have not been amended, varied or revoked in any
respect.
|
8
|
The
directors of the Company at the date of Resolutions and at the date hereof
were and are as follows: Carl Kukkonen, Sung Hsien Chang and Amjad S.
Abdallat.
|
9
|
The minute book and corporate
records of the Company as maintained at its registered office In
the British Virgin Islands and on which
the registered agent's certificate of incumbency were prepared are
complete and accurate in all material
respects, and all minutes and resolutions filed therein represent a complete
and accurate record of all meetings of the shareholders and
directors (or any committee thereof) (duly convened in accordance with the
Articles of Association) and all resolutions passed
at the meetings, or passed by written consent as the case may
be.
|
10
|
Prior to, at the time of, and
immediately following execution of the Agreements and the offer and
issue of the Securities the Company was able to pay its debts
as they fell due and entered into the Agreements for proper value and not
with an intention to defraud or hinder its creditors or by way of
fraudulent preference.
|
11
|
Each
director considers the transactions contemplated by the Agreements to be
of commercial benefit to the Company and has acted
bona fide in the best interests of the Company, and for a proper
purpose of the Company, in relation to the transactions the subject of the
Opinion.
|
12
|
To
the best of my knowledge and belief, having made due inquiry, the Company
is not the subject of legal. arbitral, administrative
or other proceedings in any jurisdiction. The directors and/or
shareholders have
not taken any steps to have the Company struck off or placed in
liquidation, and no
steps
been taken to wind
up the Company. Further, no receiver has been appointed over any of the
Company's property or
assets.
|
B-3
I confirm
that you may continue to rely on this Certificate as being true and correct
an the day
that you issue the Opinion, unless I shall have previously notified you
personally to the
contrary.
Signature: |
/s/
Carl
Kukkonen
Carl
Kukkonen
Director
|
B-4