EX-5.1 4 ff12023a15ex5-1_iczoom.htm OPINION OF OGIER

Exhibit 5.1

 

 

ICZOOM Group Inc.

  D  +852 3656 6061
  E  florence.chan@ogier.com
   
  Reference: FYC/JNG/180023.00001

 

2 February 2023

 

Dear Sirs

 

ICZOOM Group Inc. (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the offering by the Company (the Offering) of 1,500,000 Class A Ordinary Shares (as defined below) of par value of US$0.16 par value each, plus an option to issue up to 225,000 Class A Ordinary Shares by the Company pursuant to the Offering to cover the over-allotment option granted to the underwriters by the Company (collectively, the IPO Shares). The Company will also be issuing warrants (the Representative Warrants) to The Benchmark Company, LLC, the representative of underwriters, to purchase such number of Class A Ordinary Shares equal to an aggregate of six percent (6%) of the IPO Shares sold in the Offering (the Warrant Shares) pursuant to the Underwriting Agreement (as defined below).

 

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

1Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):

 

(a)the certificate of incorporation of the Company dated 18 June 2015 and a certificate of incorporation on change of name dated 3 May 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b)the third amended and restated memorandum and articles of association of the Company adopted by the special resolutions passed on 8 August 2022 (the Memorandum and Articles);

 

Ogier

 

British Virgin Islands, Cayman Islands,

Guernsey, Jersey and Luxembourg practitioners

 

Floor 11 Central Tower

28 Queen’s Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

 

Partners

 

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Michael Snape

Justin Davis

 

 

Florence Chan

Lin Han

Cecilia Li

Rachel Huang

Richard Bennett

James Bergstrom

Marcus Leese

 

 

 

 

 

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(c)a certificate of good standing dated 31 January 2023 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

 

(d)a certified true copy of the register of directors and officers of the Company as at 12 May 2020 (the ROD);

 

(e)a copy of the register of members of the Company provided to us on 31 August 2022 (the ROM, and together with the ROD, the Registers);

 

(f)a draft copy of the underwriting agreement between the Company and the party named therein (the Underwriting Agreement) as exhibited to the Registration Statement;

 

(g)a certificate from a director of the Company dated 2 February 2023 as to certain matters of facts (the Director’s Certificate);

 

(h)a copy of the written resolutions of the directors of the Company dated 14 September 2021, 1 September 2022, 9 December 2022 and 28 January 2023 approving the Company’s filing of the Registration Statement and issuance of the IPO Shares (the Board Resolutions); and

 

(i)the Registration Statement.

 

2Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)all original documents examined by us are authentic and complete;

 

(b)all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(e)the Memorandum and Articles provided to you are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;

 

(f)all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(g)the Board Resolution remains in full force and effect and have not been, and will not be, rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering and the Board Resolutions which has not been properly disclosed in the Board Resolutions;

 

 

 

 

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(h)the Company will duly execute and delivery the Underwriting Agreement in the draft form provided for us for review in accordance with the Resolutions;

 

(i)no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Shares and none of the Shares have been offered or issued to residents of the Cayman Islands;

 

(j)the Company is, and after the allotment and issuance of the Shares, be able to pay its liabilities as they fall due; and

 

(k)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.

 

3Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Corporate status

 

(a)The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands.

 

Authorised Share capital

 

(b)The authorised share capital of the Company is US$5,600,000 divided into 30,000,000 Class A ordinary shares of a par value of US$0.16 each (the Class A Ordinary Shares) and 5,000,000 Class B ordinary shares of a par value of US$0.16 each (the Class B Ordinary Shares).

 

Valid Issuance of IPO Shares and Warrant Shares

 

(c)The IPO Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when:

 

(i)issued and allotted by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement, the terms in the Underwriting Agreement and the Company’s then effective memorandum and articles of association; and

 

(ii)such issuance of IPO Shares have been duly registered in the Company’s register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

 

 

 

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(d)The Representative Warrants and the Warrant Shares which are to be issued pursuant to the Representative Warrants when the Representative Warrants are exercisable under the terms of the Underwriting Agreement, have been duly authorised for issue and when:

 

(i)issued by the Company upon due exercise of the Representative Warrants in accordance with the terms of the Underwriting Agreement and in accordance with the Company’s then effective memorandum and articles of association; and

 

(ii)such issuance of Warrant Shares has been duly registered in the Company’s register of members as fully paid shares,

 

will be, subject to payment of the exercise price therefor under the terms of the Representative Warrants, validly issued, fully paid and non-assessable.

 

Registration Statement - Taxation

 

(e)The statements contained in the Registration Statement in the section headed “Cayman Islands Taxation”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion.

 

4Limitations and Qualifications

 

4.1We offer no opinion:

 

(a)as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b)except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

 

4.2Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

4.3In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

 

 

 

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5Governing law of this opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)limited to the matters expressly stated in it; and

 

(c)confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of 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 U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

This opinion may be used only in connection with the offer and sale of the IPO Shares, the Representative Warrants and the Warrant Shares while the Registration Statement is effective.

 

Yours faithfully

 

/s/ Ogier 
Ogier