EX-5.1 2 a2229801zex-5_1.htm EX-5.1

Exhibit 5.1

 

 

Office:                                +852 2801 6066

Mobile:                            +852 9718 8740

Email:                                 rthorp@tta.lawyer

 

To:                             Gridsum Holding Inc.

Harbour Place 2nd Floor

103 South Church Street

P.O. Box 472, George Town

Grand Cayman KY1-1106

Cayman Islands

 

22 September 2016

 

Dear Sirs

 

Gridsum Holding Inc.

 

We have acted as Cayman Islands legal advisers to Gridsum Holding Inc. (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), and the related registration statement filed pursuant to Rule 462(b) of the Act (the “Rule 462(b) Registration Statement”), related to the offering and sale of American Depositary Shares representing certain ordinary shares, par value US$0.001 per share (the “Shares”).

 

This opinion is given as Exhibit 5.1 to the Rule 462(b) Registration Statement, and in accordance with the terms of the Legal Matters section thereof.

 

1                                         Documents Reviewed

 

For the purposes of this opinion we have reviewed originals, copies, drafts or conformed copies of the documents listed in Schedule 1 to this opinion, being all of the documents necessary to form our opinion.  Defined terms shall have the meanings set out in Schedule 1 or in the Registration Statement.

 

2                                         Assumptions

 

The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and as to the laws of the Cayman Islands as the same are in force at the date hereof.  In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate, as to matters of fact, and the Certificate of Good Standing without further verification and have relied upon the following assumptions, which we have not independently verified:

 

2.1                               copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

 

 


 

2.2                               the genuineness of all signatures and seals;

 

2.3                               there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations.

 

3                 Opinions

 

The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law that would affect or vary the following opinions. Based upon, and subject to, the foregoing assumptions, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1                               the Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands;

 

3.2                               Immediately upon the completion of the Company’s initial public offering of American Depositary Shares representing the Shares, the authorized share capital of the Company is US$200,000 divided into (i) 20,000,000 class A ordinary shares with a par value of US$0.001 each and (ii) 180,000,000 class B ordinary shares with a par value of US$0.001 each;

 

3.3                               the issue and allotment of the Shares as contemplated by the Rule 462(b) Registration Statement have been duly authorised by the board, and when issued by the Company against payment in full of the consideration, in accordance with the terms set out in the Rule 462(b) Registration Statement and duly registered in the Company’s Register of Members, such Shares will be validly issued, fully paid and non-assessable; and

 

3.4                               the statements under the caption “Taxation” in the prospectus forming part of the Rule 462(b) Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion.

 

4                                         Qualifications

 

This opinion is subject to the qualification and limitation that under the Companies Law (2013) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any mattes which the Company Law (2013 Revision) 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).

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”, “Taxation”, “Legal Matters” and elsewhere in the prospectus included or incorporated by reference in the Rule 462(b) Registration Statement. In providing 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.

 


 

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

 

/s/ TRAVERS THORP ALBERGA

 

TRAVERS THORP ALBERGA

 

 


 

SCHEDULE 1

 

List of Documents Reviewed

 

1                                         The Certificate of Incorporation dated 21 July 2014;

 

2                                         the register of members of the Company;

 

3                                         the register of directors of the Company;

 

4                                         the Fifth Amended and Restated Memorandum and Articles of Association of the Company as conditionally adopted by a special resolution passed on 2 February 2016 and effective immediately upon completion of the Company’s IPO (the “Post-IPO M&A”);

 

5                                         the minutes of a meeting of the board of directors of the Company held on 2 February 2016 (the “IPO Board Resolutions”);

 

6                                         the minutes of a meeting of the shareholders of the Company held on 2 February 2016 (the “Shareholders’ Resolutions”, together with the IPO Board Resolutions are referred to as the “Resolutions”);

 

7                                         the certificate of good standing of the Company issued by the Registry of Companies, Cayman Islands on 6 September 2016 (the “Certificate of Good Standing”);

 

8                                         a certificate from a Director of the Company addressed to this firm, a copy of which is attached hereto (the “Director’s Certificate”); and

 

9                                         the Registration Statement and the Rule 462(b) Registration Statement.