Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT #1 - Recon Technology, Ltd | ds1a.htm |
| EX-1.1 - EXHIBIT 1.1 - Recon Technology, Ltd | dex11.htm |
| EX-5.2 - EXHIBIT 5.2 - Recon Technology, Ltd | dex52.htm |
| EX-99.3 - EXHIBIT 99.3 - Recon Technology, Ltd | dex993.htm |
| EX-23.1 - EXHIBIT 23.1 - Recon Technology, Ltd | dex231.htm |
| EX-10.32 - EXHIBIT 10.32 - Recon Technology, Ltd | dex1032.htm |
Exhibit 5.1
|
Scotia Centre P.O. Box 884 Grand Cayman KY1-1103 CAYMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky |
| Your Ref: Our Ref: Direct Email: Direct Line: |
ID/vg idillon@campbells.com.ky |
8 June 2010
Recon Technology, Ltd
Room 1401 Yong Feng Mansion
123 Jiqing Road
Nanjing
People’s Republic of China 210006
Dear Sir
RECON TECHNOLOGY, LTD
We are Cayman Islands counsel for Recon Technology, Ltd, a Cayman Islands corporation (the “Company”), in connection with the registration and offering of ordinary shares of the Company, $0.0185 par value (“Ordinary Shares”), warrants to purchase Ordinary Shares (“Warrants”), the underwriter’s unit purchase option (the “Option”) and the Ordinary Shares underlying the Option (the “Option Securities”), through a Registration Statement on Form S-l (“Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission (the “Commission”).
In connection with rendering our opinion as set forth below, we have reviewed and examined the following:
| 1 | Copy of the Memorandum of Association and Articles of Association of the Company as adopted by the Company by a special resolution of the shareholders on the 23rd day of June, 2009 (the “Shareholders Resolution”). |
| 2 | A copy of unexecuted minutes as provided containing the written deliberations and resolutions of the Board of Directors of the Company dated the 29 July, 2009. |
| 3 | A copy of unexecuted minutes as provided containing the written deliberations and resolutions of the Board of Directors of the Company dated the 19 January, 2010. |
Cont.../...
| 4 | A copy of the Shareholders Resolution dated the 23rd day of June 2009. |
| 5 | An electronic copy of an undated draft Pre-Effective amendment No.l to Form S-l Registration Statement as provided and to be filed the Commission. |
| 6 | An uncertified copy of the Register of Members of the Company dated 7 April 2010 as provided. |
| 7 | An uncertified and undated copy of the Register of Directors of the Company as provided. |
| 8 | Copy of a Certificate of a director of the Company dated 8 June 2010, a copy of which is attached hereto. |
| 9 | Such other documents and laws as we consider necessary as a basis for giving this opinion. |
The Registration Statement and the exhibits to the Registration Statement are referred to below as the “Documents”.
The following opinion is given only as to matters of Cayman Islands law and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any jurisdiction other than the Cayman Islands. We have assumed that there is nothing under any law (other than the laws of the Cayman Islands) which would affect or vary the following opinion. Specifically, we have made no independent investigation of the laws of the United States of America generally and the Commonwealth of Virginia specifically and we offer no opinion in relation thereto. We offer no opinion in relation to any representation or warranty given by any party to the Documents save as specifically hereinafter set forth. This opinion is strictly limited to the matters stated in it, does not apply by implication to other matters, and only relates to (1) those circumstances or facts specifically stated herein and (2) the laws of the Cayman Islands, as they respectively exist at the date hereof.
In giving this opinion we have assumed, without independent verification:
| (a) | the genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals, the conformity of all copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final form of the originals and that any markings showing revisions or amendments to documents are correct and complete; |
| (b) | that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject matter which they propose to record and that all factual statements therein contained are true and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copy minutes or resolutions were duly passed and are in full force and effect and that all factual statements made in such resolutions, the Director’s Certificate and any other certificates and documents on which we have relied are true and correct (and continue to be true and correct); |
|
Cont.../... |
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| (c) | that the statutory registers of directors and officers, members, mortgages and charges and the minute book of the Company are true, complete, accurate and up to date; |
| (d) | the accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Documents; and |
| (e) | that there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations. |
Based upon the foregoing and in reliance thereon, it is our opinion that the Ordinary Shares, the Ordinary Shares underlying the Warrants and the Option Securities will, upon the receipt of full payment, issuance and delivery in accordance with the terms of the offering described in the Registration Statement and registration in the register of members (shareholders) of the Company, be fully and validly authorized, legally issued, fully paid and nonassessable.
The foregoing opinion is subject to the following reservations and qualifications:
| 1 | In the event that the Documents are executed in or brought within the jurisdiction of the Cayman Islands (e.g., for the purposes of enforcement or obtaining payment), stamp duty may be payable. |
| 2 | We neither express nor imply any opinion as to any representation or warranty given by the Company in the Documents as to its capability (financial or otherwise) to undertake the obligations assumed by it under the Documents. |
| 3 | To maintain the Company in good standing under the laws of the Cayman Islands annual fees must be paid and annual returns made to the Registrar of Companies. |
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus constituting a part thereof. 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
Campbells
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