Attached files
| file | filename |
|---|---|
| S-1/A - Oriental Dragon Corp | v200392_s1a.htm |
| EX-23.5 - Oriental Dragon Corp | v200392_ex23-5.htm |
| EX-23.7 - Oriental Dragon Corp | v200392_ex23-7.htm |
| EX-23.4 - Oriental Dragon Corp | v200392_ex23-4.htm |
| EX-23.6 - Oriental Dragon Corp | v200392_ex23-6.htm |
| EX-23.3 - Oriental Dragon Corp | v200392_ex23-3.htm |
| EX-99.2 - Oriental Dragon Corp | v200392_ex99-2.htm |
| EX-23.1 - Oriental Dragon Corp | v200392_ex23-1.htm |
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Conyers
Dill & Pearman
Cricket
Square
PO
Box 2681
Grand
Cayman KY1-1111
Cayman
Islands
Tel:
+1 (345) 945 3901
Fax:
+1 (345) 945 3902
Conyersdill.com
|
BERMUDA
BRITISH
VIRGIN ISLANDS
CAYMAN
ISLANDS
CYPRUS
DUBAI
HONG
KONG
LONDON
MAURITIUS
MOSCOW
SAO
PAULO
SINGAPORE
|
26
October 2010
Oriental Dragon Corporation
(formerly Emerald Acquisition Corporation)
No. 48
South Qingshui Road
Laiyang
City, Shandong 265200
People’s
Republic of China
Dear
Sirs:
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Re:
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Registration
Statement on Form S-l (SEC File No. 333-163278)
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|
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Registration
for Sale of (1) up to 2,875,000 Ordinary Shares; and (2) Resale of
5,670,339 Ordinary Shares and of 2,920,232 Ordinary Shares underlying
Warrants by selling stockholders
|
Oriental
Dragon Corporation
(formerly
Emerald Acquisition Corporation) (the “Company”)
We act as
special legal counsel in the Cayman Islands for the Company, a Cayman Islands
exempted company, in connection with a registration statement on Form S-l (File
No. 333-163278) (the “Registration Statement”) filed with the United States
Securities and Exchange Commission (the “Commission”) under the United States
Securities Act of 1933, as amended (the “Securities Act”), in connection with
registration for (A) the public offering of up to 2,875,000 Ordinary Shares (the
“IPO Shares”) of $0.001 par value per share (the “Ordinary Shares”), and (B) the
resale of an aggregate of 5,670,339 Ordinary Shares and 2,920,232 Ordinary
Shares issuable upon the exercise of warrants (the “Resale Shares”) which may be
sold by the selling stockholders listed in the Resale Prospectus from time to
time. As used in this opinion letter, the term “IPO Prospectus” refers to the
Public Offering Prospectus as defined in the Registration Statement in the form
first filed with the Commission following the Effective Time pursuant to Rule
424(b) of the rules and regulations under the Securities Act, the term “Resale
Prospectus” refers to the Resale Prospectus as defined in the Registration
Statement and included in the Registration Statement at the Effective Time and
the term “Effective Time” means the date and the time as of which the
Registration Statement is declared effective by the Commission.
The IPO
Shares consist of the following:
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(i)
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2,500,000
Ordinary Shares to be sold by the Company in the public offering under the
Registration Statement and IPO Prospectus;
and
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(ii)
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up
to 375,000 Ordinary Shares issuable by the Company upon exercise of an
over-allotment option of the underwriters named in the IPO
Prospectus.
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The
Resale Shares consist of the following:
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(i)
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5,670,339
Ordinary Shares which were originally issued in a private placement
completed on November 2, 2009 which are included in the Registration
Statement and Resale Prospectus;
and
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(ii)
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2,835,177
Ordinary Shares underlying the Investor Warrants at an Exercise Price of
$6.00 per share held by certain of the investors and 85,055 Ordinary
Shares underlying Agent Warrants issued to Rodman & Ranshaw, LLC, its
employees and other persons acting on its behalf, which are included in
the Registration Statement and Resale
Prospectus.
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For the
purposes of giving this opinion, we have examined copies of the following
documents:
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(a)
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the
Registration Statement;
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(b)
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the
IPO Prospectus; and
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(c)
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the
Resale Prospectus.
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The
documents listed in items (a) through (c) hereof are sometimes collectively
referred to as the “Documents” and such term does 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:
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(i)
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a
certified copy of the memorandum and articles of association of the
Company dated 10th
March, 2006 as amended by special resolution on 9th
April, 2006 and on 7th
June, 2010 (together, the “Constitutional
Documents”);
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(ii)
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a
copy of the written resolution of the board of directors of the Company
(the “Board”) dated 21st
September, 2010 (the
“Resolutions”);
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(iii)
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a
certified copy of the Register of Shareholders of the Company certified as
true and correct by Continental Stock Transfer and Trust Company as the
share transfer agent as at 20th
September, 2010;
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conyersdill.com
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(iii)
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a
Certificate of Incorporation on Change of Name of the Company issued by
the Registrar of Companies dated 27th
August, 2010; and
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(iv)
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a
Certificate of Good Standing issued by the Registrar of Companies in
relation to the Company on 26th October, 2010 (the “Certificate
Date”).
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and 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.
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 Documents and other
documents reviewed by us, (d) that the resolutions contained in 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, and will not be, rescinded or amended, (e) that the Constitutional
Documents will not be amended in any manner that would affect the opinions
expressed herein, (f) 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, (g) the capital of the Company as set out in the
Constitutional Documents is correct, (h) that, upon the transfer of any Resale
Shares, the selling shareholder identified in the Resale Prospectus has received
consideration for the full issue price thereof which shall be equal to at least
the par value thereof; and (i) that the Registration Statement has been declared
effective by the Commission prior to, or concurrent with, the sale of the IPO
Shares and Resale Shares pursuant to the Registration Statement.
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 the purposes of the filing of the
Registration Statement and the sale of the IPO Shares and Resale Shares by the
Company and is not to be relied upon in respect of any other
matter.
On the
basis of and subject to the foregoing we are of the opinion that:
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1.
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As
at the Certificate Date, the Company is duly incorporated and validly
existing under the laws of the Cayman Islands and in good standing
(meaning solely that it has not failed to make any filing with any Cayman
Islands government authority or to pay any Cayman Islands government fee
which would make it liable to be struck off by the Registrar of Companies
and thereby cease to exist under the laws of the Cayman
Islands).
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conyersdiii.com
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2.
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The
authorised share capital of the Company is US$51.000 divided into
50,000,000 Ordinary Shares of a nominal or par value of US$0.001 each and
1,000,000 Preference Shares of nominal or par value of US$0,001
each.
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3.
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Based
solely upon our inspection of the Register of
Shareholders:
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(a)
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there
are 27,499,171 Ordinary Shares validly issued and outstanding as at the
date of the certified copy thereof and therefore available as Resale
Shares;
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(b)
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there
are 22,500,829 Ordinary Shares authorised and available for issuance as
IPO Shares.
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4.
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The
IPO Shares have been duly authorized and when issued and paid for as
described in the Registration Statement and IPO Prospectus, will be
validly issued, fully paid and non-assessable (meaning that no further
sums are payable to the Company on such
shares).
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5.
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The
Resale Shares have been duly authorized and when issued and paid for in
accordance with the terms and conditions of the warrants applicable
thereto will be validly issued, fully paid-up (or credited as fully
paid-up) and non-assessable.
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We hereby
consent to the use of this opinion in, and the filing hereof in connection with
the Registration Statement and to the reference to our name under the heading
“Legal Matters” and elsewhere in the IPO Prospectus and Resale Prospectus
included in the Registration
Statement. 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 Act or
the Rules and Regulations of the Commission thereunder.
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Yours
faithfully
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CONYERSDILL
& PEARMAN
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conyersdill.com
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