EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

   
     
    Campbells Legal (BVI) Limited
    Floor 4, Banco Popular Building
    PO Box 4467

  Road Town, Tortola VG-1110
BY EMAIL   British Virgin Islands
    T +1 284 852 4823
Dogness ( International ) Corporation   E gwilliamson@campbellslegal.com
No. 16, N. Dongke Rd.,    
Tongsha Industrial Zone,   campbellslegal.com
Dongguan, Guangdong 523000,    
People’s Republic of China   Our Ref: GWI/17011-43142
     
    _______
    BVI | CAYMAN | HONG KONG

 

7 June 2024

 

Dear Sirs

 

Re: Dogness ( International ) Corporation (the “Company”)

 

We have acted as British Virgin Islands counsel to the Company, a company limited by shares incorporated in the British Virgin Islands, and have been requested to provide this legal opinion in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) on 7 June 2024 (the “Registration Statement”), relating to the offering and sale by the Company (the “Offering”) of up to 2,000,000 Class A Common Shares of no par value each in the Company (the “Shares”). We are furnishing this opinion as Exhibit 5.1 to the Registration Statement

 

We are Attorneys-at-Law in the British Virgin Islands and express no opinion as to any laws other than the laws of the British Virgin Islands in force and as interpreted at the date hereof.

 

1Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents and such other documents or instruments as we deem necessary:

 

1.1the unanimous written resolutions of the directors of the Company dated 8 May 2024 (the “Resolutions”);

 

1.2the securities purchase agreements entered into by and among the Company and each of Creative Vision Digital Limited, Grit Multi-Strategies Investment Company Limited, G Bridge Global Investment Limited, Poseidon Investment Limited, and LEYI (HK) TRADING CO., LIMITED being purchasers of the Shares dated May 9, 2024 (the “Purchase Agreements”);

 

 
 

 

1.3a certified copy of the register of directors of the Company, dated 4 June 2024, issued by Bolder Corporate Services (BVI) Limited, the Company’s registered agent;

 

1.4a certified copy of the register of members of the Company, dated 4 June 2024;

 

1.5the information revealed by our search of the Company’s public records on file and available for public inspection at the British Virgin Islands’ Registry of Corporate Affairs’ (the “Registry of Corporate Affairs”) at the time of our searches on 7 June 2024 including:

 

1.1the Company’s certificate of incorporation dated 11 July 2016;

 

1.2the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) dated 18 October 2023;

 

1.6the information revealed by our searches of the Company’s records of proceedings on file with and available for inspection at the British Virgin Islands High Court Registry at the time of our searches on 7 June 2024;

 

1.7a copy of the Certificate of Good Standing in respect of the Company, issued by the BVI Registrar of Corporate Affairs, dated 7 June 2024 (the “Certificate of Good Standing”); and

 

1.8a copy of the Registration Statement.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the British Virgin Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the factual confirmations contained in the Register’s and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

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

 

2.2all signatures, initials and seals are genuine;

 

2.3there is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions expressed herein;

 

2.4the Shares to be issued by the Company pursuant to the Registration Statement will be issued by the Company against payment in full, of the consideration, in accordance with the Registration Statement be duly registered in the Company’s register of members;

 

2.5the minute book and corporate records of the Company, whether maintained at its registered office in the British Virgin Islands or otherwise, which we have specifically not reviewed, do not disclose anything which would affect any opinion given herein;

 

2.6the Resolutions remain in full force and effect; and

 

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2.7there is no contractual or other prohibition (other than as arising under British Virgin Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Purchase Agreements or which materially affect, amend or vary the transactions contemplated by the Registration Statement.

 

3Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company was incorporated in the British Virgin Islands under the BVI Business Companies Act on 11 July 2016, with company number 1918432, is a company limited by shares, is in good standing at the Registry of Corporate Affairs and is validly existing under the laws of the British Virgin Islands.

 

3.2Based solely on our review of the Memorandum and Articles (as defined above), the Company is authorised to issue an unlimited number of shares divided into two classes as follows:

 

(a)Class A shares of no par value each; and

 

(b)Class B shares of no par value each.

 

3.3When issued and paid for in the manner described in the Registration Statement and in accordance with the Resolutions, the Shares will be validly issued, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (or shareholders).

 

4Qualifications

 

Except as explicitly 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.

 

In this opinion, the phrase “non-assessable” means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to, and a copy of the Company’s register of directors filed with, the Registry of Corporate Affairs.

 

This opinion is provided solely for your benefit and use and may not be quoted in whole or in part or otherwise referred to or filed with any government agency or any other person without our prior express written consent, and no person other than the Company is entitled to rely on this opinion. Notwithstanding the foregoing, we hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement. In giving 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 details herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

/s/ Campbells Legal (BVI) Limited

 

Campbells Legal (BVI) Limited

 

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