EX-5.1 2 a2220051zex-5_1.htm EX-5.1

Exhibit 5.1

 

2 May, 2014

Matter No.879196

Doc Ref: WL/ot/7654836v5

(852) 2842 9532

wynne.lau@conyersdill.com

ChinaCache International Holdings Ltd.

Section A, Building 3

Dian Tong Creative Square

No.7 Jiuxianqiao North Road

Chaoyang District

Beijing, 100015

People’s Republic of China

 

Dear Sirs,

 

Re: ChinaCache International Holdings Ltd. (the “Company”)

 

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-3, including all amendments or supplements thereto, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on 10 April, 2014 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of the Company of ordinary shares of par value US$0.0001 each (the “Ordinary Shares”) of the Company, through which the selling shareholders as set out in the Registration Statement may sell up to 53,855,568 Ordinary Shares in the form of the American Depository Shares, each representing sixteen Ordinary Shares.

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the fifth amended and restated memorandum of association and articles of association of the Company each as adopted on 7 September 2010, written resolutions of the directors of the Company passed on 26 February 2014 (the “Resolutions”), a copy of a certificate of good standing dated 8 April 2014 (the “Certificate Date”) issued by the Cayman Islands Registrar of Companies 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 Registration Statement 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 rescinded or amended, (e) 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, (f) that upon issue of any shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, and (g) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission.

 

“Non-assessability” is not a legal concept under Cayman Islands law, but when we describe the Ordinary Shares herein as being “non-assessable” we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Ordinary Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the constitutional documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Ordinary Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

 

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 offering of the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter.

 

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On the basis of and subject to the foregoing, we are of the opinion that:

 

1.                         As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any the Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).

 

2.                          The Ordinary Shares to be sold by the selling shareholders referred to in the Registration Statement are validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

 

 

 

 

/s/ Conyers Dill & Pearman (Cayman) Limited

 

Conyers Dill & Pearman (Cayman) Limited

 

 

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