EX-5.1 2 ea020425101ex5-1_bright.htm OPINION OF CONYERS DILL & PEARMAN, REGARDING THE VALIDITY OF THE CLASS A ORDINARY SHARES BEING REGISTERED

Exhibit 5.1

 

17 May 2024

 

Matter No.:838241

Doc Ref: PL/BXC/jm/19965952

 

(852) 2842 9551

Paul.lim@conyers.com

 

(852) 2842 9403

Beverly.Cheung@conyers.com

 

Bright Scholar Education Holdings Limited

No. 1 Country Garden Road

Beijiao Town, Shunde District

Foshan

Guangdong 528300

The People’s Republic of China

 

Dear Sirs,

 

Re: Bright Scholar Education Holdings Limited (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8, (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 17,835,723 Class A ordinary shares of par value US$0.00001 per share of the Company (the “Class A Ordinary Shares”) issuable pursuant to the 2024 share incentive plan (the “Share Incentive Plan”).

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined copies of the following documents:

 

1.1the Registration Statement; and

 

1.2the Share Incentive Plan.

 

We have also reviewed copies of:

 

1.3the amended and restated memorandum and articles of association of the Company (the “Amended M&A”);

 

1.4the written resolutions of the directors of the Company dated 18 January 2024 and the minutes of a meeting of all the directors of the Company held on 19 April 2024 (collectively, the “Board Resolutions”);

 

 

 

 

1.5

a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 14 May 2024 (the “Certificate Date”); and

 

1.6such 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.

 

2.ASSUMPTIONS

 

We have assumed:

 

2.1the 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;

 

2.2that 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;

 

2.3the accuracy and completeness of all factual representations made in the Registration Statement and the Share Incentive Plan and other documents reviewed by us;

 

2.4

that the Board 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;

 

2.5that 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;

 

2.6that there is no provision of any award agreement, incentive share option, restricted shares, share appreciation rights or restricted share units or otherwise granted pursuant to the Share Incentive Plan which would have any implication in relation to the opinions expressed herein;

 

2.7that upon issue of any Class A Ordinary Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.8that on the date of issuance of any of the Class A Ordinary Shares, the Company will have sufficient authorised but unissued Class A Ordinary Shares;

 

2.9that on the date of issuing of any Class A Ordinary Shares, the Company is able to pay its liabilities as they become due; and

 

2.10the issue of the Class A Ordinary Shares are made in accordance with the terms and conditions of the Share Incentive Plan.

 

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3.QUALIFICATIONS

 

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 issuance of the Class A Ordinary Shares by the Company pursuant to the Share Incentive Plan and is not to be relied upon in respect of any other matter.

 

4.OPINION

 

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

 

4.1The Company is duly incorporated and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2

When issued and paid for as contemplated by the Share Incentive Plan and the Form 6-K/A as filed with the U.S. Securities and Exchange Commission on 22 February 2024 and in accordance with the Amended M&A, the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

 

We hereby consent to the filing of this opinion as an exhibit to 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  
   
Conyers Dill & Pearman 

 

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