Attached files
| file | filename |
|---|---|
| S-1/A - Dragon Acquisition CORP | v210673_s1a.htm |
| EX-21 - Dragon Acquisition CORP | v210673_ex21.htm |
| EX-23.1 - Dragon Acquisition CORP | v210673_ex23-1.htm |
| EX-10.49 - Dragon Acquisition CORP | v210673_ex10-49.htm |
Exhibit 5.1
DRAFT: NPB
(10.02.11)
Our
ref NPB/657432/19079180v5
|
China
Oumei Real Estate Inc.
PO
Box 309, Ugland House
Grand
Cayman
KY1-1104
Cayman
Islands
Pillsbury
Winthrop Shaw Pittman LLP
2300
N Street, N.W.
Washington,
DC 20037-1122
|
[●]
2011
Dear
Sirs
China
Oumei Real Estate Inc.
We act as
counsel as to matters of Cayman Islands law to China Oumei Real Estate Inc., an
exempted company incorporated in the Cayman Islands with incorporation number
164013 (the "Company").
|
1
|
Documents
Reviewed
|
We have
reviewed originals, copies, drafts or conformed copies of the following
documents:
|
1.1
|
The
Certificate of Incorporation dated 10 March 2006, the Certificate of
Incorporation on change of Name dated 9 August 2010 and the Amended and
Restated Memorandum and Articles of Association of the Company as adopted
on 6 August 2010 (the "Articles").
|
|
1.2
|
The
unanimous written resolutions (collectively, the "Resolutions") of the
Board of Directors of the Company dated: (i) 14 April 2010 ("Resale Pre-Closing
Resolutions"); (ii) 14 April 2010 (the "Resale Post-Closing
Resolutions"); and (iii) [●] ("Underwritten Offer
Resolutions").
|
|
1.3
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The
register of members of the Company as provided to us on [●] 2011
(the "Register of
Members").
|
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1.4
|
A
Certificate of Good Standing issued by the Registrar of Companies dated [●]
2011 (the "Certificate of Good
Standing").
|
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1.5
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A
certificate from a Director of the Company a copy of which is annexed
hereto (the "Director's
Certificate").
|
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1.6
|
Warrants
for the purchase of 1,387,350 ordinary shares of par value US$0.002112 in
the Company ("Ordinary
Shares") issued by the Company to certain private placement
investors on 14 April 2010 (the "Private Placement Warrants").
|
|
1.7
|
Warrant
for the purchase of 138,735 Ordinary Shares issued by the Company to
private placement agent on 14 April 2010 (the "Placement Agent Warrant").
|
The
Private Placement Warrants and the Placement Agent Warrant are referred to
herein as the "Warrants".
|
2
|
Assumptions
|
The
following opinion is given only as to, and based on, circumstances and matters
of fact existing and known to us on the date of this opinion. In giving this
opinion we have relied (without further verification) upon the completeness and
accuracy of the Director's Certificate and the Certificate of Good Standing.
This opinion only relates to the laws of the Cayman Islands which are in force
on the date of this opinion. 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, and
translations of documents provided to us are complete and
accurate.
|
|
2.2
|
All
signatures, initials and seals are
genuine.
|
|
2.3
|
At
the time of the exercise of each Warrant in accordance with its terms (the
"Exercise"):
|
|
(a)
|
the
laws of the Cayman Islands (including the Companies Law (2010 Revision) of
the Cayman Islands (the "Companies Law")) will
not have changed;
|
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(b)
|
the
Company will have sufficient authorised but unallotted and unissued
Ordinary Shares, in each case to effect the Exercise in accordance with
the Articles and the Companies Law;
|
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(c)
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the
Company will be able to pay its debts as they fall due in the ordinary
course of business immediately following the
Exercise;
|
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(d)
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the
Company will not have been struck off or placed in
liquidation;
|
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(e)
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the
issue price for the Ordinary Shares to be issued pursuant to each Warrant
(the "Warrant
Shares") will not be less than the par value of the Warrant Shares;
and
|
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(f)
|
the
Articles will not have been altered, amended or
restated.
|
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2.4
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The
issue price for Offer Ordinary Shares (as defined below) will not be less
than the par value of such Offer Ordinary
Shares.
|
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2.5
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At
the time of the conversion of the 2,774,700 outstanding 6% convertible
preference shares of par value US$0.002112 each in the Company (the "Outstanding Preference Shares") into
Ordinary Shares in accordance with the Articles (the "Conversion"):
|
2
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(a)
|
the
laws of the Cayman Islands (including the Companies Law) will not have
changed;
|
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(b)
|
the
Company will have sufficient authorised but unallotted and unissued
Ordinary Shares, in each case to effect the Conversion in accordance with
the Articles and the Companies Law;
|
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(c)
|
the
Company will be able to pay its debts as they fall due in the ordinary
course of business immediately following the
Conversion;
|
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(d)
|
the
Company will have shares in issue immediately prior to the Conversion
other than the Outstanding Preference Shares to be
converted;
|
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(e)
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the
Company will not have been struck off or placed in liquidation;
and
|
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(f)
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the
issue price for Ordinary Shares to be issued on the Conversion will not be
less than the par value of such Ordinary Shares;
and
|
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(g)
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the
provisions of the Articles and the Resolutions relating to the Conversion
will not have been altered, amended or
restated.
|
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2.6
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There
is nothing under any law (other than the law of the Cayman Islands) which
would or might affect the opinions hereinafter
appearing.
|
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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:
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3.1
|
The
Company has been duly incorporated as an exempted company with limited
liability and is validly existing and in good standing under the laws of
the Cayman Islands.
|
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3.2
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The
Company has full power and authority under its Articles to enter into,
execute and perform its obligations under the
Warrants.
|
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3.3
|
The
execution, delivery and performance of the Warrants have been authorised
by and on behalf of the Company and, assuming the Warrants have been
unconditionally delivered, in each case by a director or officer of the
Company, the Warrants have been duly executed and delivered on behalf of
the Company.
|
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3.4
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The
31,000,062 outstanding Ordinary Shares (the "Outstanding Ordinary
Shares") and the form of share certificate to be used to evidence
ownership of the Outstanding Ordinary Shares
have been duly authorised by the Company. The Outstanding Ordinary Shares
have legally issued as fully paid and non-assessable. The rights and
restrictions of the Outstanding Ordinary Shares
are as set out in the Articles.
|
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3.5
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The
Ordinary Shares to be issued pursuant to the underwritten offer (the
"Offer Ordinary
Shares") and the form of share certificate to be used to evidence
ownership of the Offer Ordinary Shares
have been duly authorised by the Company. Upon receipt of by the Company
of the issue price therefor and such Offer Ordinary Shares being entered
as fully paid on the Register of Members, the Offer Ordinary Shares will
have been legally issued as fully paid and non-assessable. The rights and
restrictions of the Offer Ordinary Shares
will be as set out in the Articles.
|
3
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3.6
|
The
Warrant Shares have been duly authorised by the Company. Upon receipt by
the Company of payment therefor (as provided in each Warrant) and
registration in the Register of Members, the Warrant Shares will be
legally issued as fully paid and non-assessable. The rights and
restrictions of the Warrant Shares will be as set out in the
Articles.
|
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3.7
|
The
2,774,700 outstanding Preference Shares (the "Outstanding Preference
Shares") and the form of share certificate to be used to evidence
ownership of the Preference Shares have been duly authorised by the
Company. The Outstanding Preference Shares have legally issued as fully
paid and non-assessable. The rights and restrictions of the
Outstanding Preference Shares are as set out in the Articles and the
Resolutions. When the Ordinary Shares are issued upon
Conversion of the Outstanding Preference Shares in accordance with the
terms of the Articles and the Resolutions and entered as fully paid on the
Register of Members, the Ordinary Shares will be legally issued as fully
paid and non-assessable and will have the rights, privileges and
preferences of Ordinary Shares are as set out in the
Articles.
|
|
4
|
Qualifications
|
The
opinions expressed above are subject to the following
qualifications:
|
4.1
|
Cayman
Islands stamp duty may be payable if the original Warrants are brought to
or executed in the Cayman Islands.
|
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4.2
|
The
obligations of the Company may be subject to restrictions pursuant to
United Nations sanctions as implemented under the laws of the Cayman
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
Warrants.
|
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4.4
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Under
the Companies Law, the register of members of a Cayman Islands company is
by statute regarded as prima facie evidence of
any matters which the Companies Law directs or authorises to be inserted
therein. A third party interest in the shares in question would
not appear. An entry in the register of members may yield to a
court order for rectification (for example, in the event of fraud or
manifest error).
|
We
express no view as to the commercial terms of the Warrants or whether such terms
represent the intentions of the parties and make no comment with regard to the
representations that may be made by the Company.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement on Form S-1 (No. 333-166658) of the Company (such Registration
Statement, as amended from time to time, the “Registration Statement”) and
to the use of our name under the caption “Legal Matters” in the Registration
Statement and in the Prospectus included therein. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 of the United States or
the rules and regulations of the U.S. Securities and Exchange Commission
promulgated thereunder.
4
Yours
faithfully
Maples
and Calder
5
China
Oumei Real Estate Inc.
PO Box
309, Ugland House
Grand
Cayman
KY1-1104
Cayman
Islands
To: Maples
and Calder
PO Box
309, Ugland House
Grand
Cayman
KY1-1104
Cayman
Islands
Dear
Sirs
China Oumei Real Estate Inc.
(the "Company")
I am 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 Cayman Islands law. Capitalised
terms used in this certificate have the meaning given to them in the
Opinion. I hereby certify that:
1 The
Articles remain in full force and effect and are unamended.
|
2
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The
Resolutions were signed by all the directors in the manner prescribed in
the Articles, were duly adopted, are in full force and effect at the date
hereof and have not been amended, varied or revoked in any
respect.
|
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3
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The
issue price in respect of each Outstanding Ordinary Share and
each Outstanding Preference Share has been received in full by, or on
behalf of, the Company and was an amount at least equal to the par value
of such Outstanding Ordinary Share or
Outstanding Preference Share.
|
I confirm
that you may continue to rely on this certificate as being true and correct on
the day that you issue the Opinion unless I shall have previously notified you
personally to the contrary.
Signature: _________________________________
Name: ………………………
Title: Director
Dated:
___ 2011
6