Attached files
Exhibit 5.1
9 April 2015
Atlantic Alliance Partnership Corp.
590 Madison Avenue
29th floor
New York
New York
10022
Dear Sirs
Atlantic Alliance Partnership Corp., incorporated in the British Virgin Islands with company number 1858780 (the Company)
We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement on Form S-1, including all amendments or supplements to such form filed with the Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Act) (File No. 333-202235) (Registration Statement), related to the offering and sale (the Offering) of up to 8,625,000 ordinary shares of no par value in the Company (each a Share and together the Shares), including up to 1,125,000 Shares included in the over-allotment option granted to Citigroup Global Markets Inc., as underwriter (the Underwriter). This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.
| 1 | Documents |
In preparing this opinion, we have reviewed copies of the following documents:
| (a) | the Registration Statement; |
| (b) | (i) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 9 April 2015; |
| (ii) | the public information revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Company’s incorporation, maintained by the British Virgin Islands’ High Court Registry on 9 April 2015; | |
(each of the searches in (b)(i) and (ii) together, the Public Records);
| (iii) | a certificate issued by the directors of the Company dated 8 April 2015 (Directors’ Certificate); |
| (iv) | a registered agent’s certificate issued by the Company’s registered agent dated 16 March 2015 and updated on 9 April 2015 (the Registered Agent’s Certificate); |
Ogier
Ritter House
PO Box 3170
Wickham's Cay II
Road Town, Tortola
British Virgin Islands
VG1110
T +1 284 852 7300
F +1 284 494 0883
www.ogier.com
A list of Partners may be inspected on our website
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| (v) | minutes of a meeting of the board of directors of the Company held on 8 April 2015 containing resolutions of the directors of the Company approving, inter alia, the Registration Statement (Directors’ Resolutions); and |
| (vi) | written resolutions of the sole shareholder of the Company containing resolutions of the sole shareholder of the Company dated 8 April 2015 amending and restating the memorandum and articles of association of the Company (the Shareholder Resolutions and together with the Directors' Resolutions, the Resolutions). |
We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.
| 2 | Assumptions |
This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on each of the Registered Agent's Certificate and the Directors’ Certificate without further enquiry and upon the following assumptions, which we have not independently verified:
| (a) | all parties to the Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement; |
| (b) | the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company); |
| (c) | copies of documents or records provided to us are true copies of the originals which are authentic and complete; |
| (d) | all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same; |
| (e) | the accuracy and completeness of the representations made by the directors of the Company in the Directors’ Certificate as at the date hereof; |
| (f) | the Resolutions remain in full force and effect; |
| (g) | the accuracy and completeness of the Registered Agent's Certificate as at the date hereof; and |
| (h) | the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records; and |
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| 3 | Opinion |
Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:
| (a) | The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 and validly existing in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name. |
| (b) | The Company has the capacity and power to exercise its rights and perform its obligations under the Registration Statement. |
| (c) | The Shares to be offered and sold by the Company as contemplated by the Registration Statement have been duly authorised for issue and, when issued by the Company against payment in full of the consideration in accordance with the terms set out in the Registration Statement and the terms in the underwriting agreement referred to within the Registration Statement and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. |
| (d) | The performance of the Company's obligations under the Registration Statement do not and will not conflict with or result in any breach of: |
| (i) | the amended and restated Memorandum and Articles of Association of the Company; or |
| (ii) | any law of the British Virgin Islands applicable to the Company. |
| (e) | There were no actions pending against the Company based on our search of each of the Civil Index Book and the Commercial Book maintained by the British Virgin Islands High Court Registry. |
| (f) | On the basis of our searches conducted at the Registry of Corporate Affairs and at the High Court Registry, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver. |
| 4 | Limitations |
We offer no opinion:
| (a) | in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws); |
| (b) | in relation to any representation or warranty made or given by the Company in the Registration Statement; or |
| (c) | as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement. |
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| 5 | Governing Law and Reliance |
| (a) | This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof. |
| (b) | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. |
Yours faithfully
Ogier
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