EX-5.1 3 tm2026182d3_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

 

Our ref ELR/772613-000001/17846466v3

 

Baosheng Media Group Holdings Limited

宝盛传媒集团控股有限公司

 

Room 901, Block B

 

Jinqiu International Building, Zhichun Road

 

Haidian District, Beijing, China

 

28 August 2020

 

Dear Sirs

 

Baosheng Media Group Holdings Limited 宝盛传媒集团控股有限公司

 

We have acted as Cayman Islands legal advisers to Baosheng Media Group Holdings Limited 宝盛传媒集团控股有限公司 (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 Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of the Company's ordinary shares of par value US$0.0005 each (the "Offered Shares") and the ordinary shares underlying the warrants the Company agrees to issue to its underwriter (the “Underlying Shares”) (together, the “Shares”).

 

We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 4 December 2018 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The memorandum and articles of association of the Company as registered on 4 December 2018 (the "Pre-IPO Memorandum and Articles").

 

1.3The amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 20 July 2020 and effective immediately prior to the completion of the Company’s initial public offering of the Offered Shares (the "IPO Memorandum and Articles").

 

 

 

 

1.4The written resolutions of the directors of the Company dated 20 July 2020 (the "Directors' Resolutions").

 

1.5The written resolutions of the shareholders of the Company dated 20 July 2020 (the "Shareholders' Resolutions").

 

1.6A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").

 

1.7A certificate of good standing with respect to the Company issued by the Registrar of Companies dated 20 August 2020 (the "Certificate of Good Standing").

 

1.8The 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 letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate 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.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.

 

2.4There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

2.5Upon the completion of the Company’s initial public offering of the Offered Shares, the Company will not be subject to the requirements of Part XVIIA of the Companies Law (2020 Revision) of the Cayman Islands.

 

3Opinion

 

Based upon the foregoing and subject to 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 has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company, with effect immediately prior to the completion of the Company's initial public offering of the Offered Shares, will be US$50,000 divided into 100,000,000 shares of a par value of US$0.0005 each.

 

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3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4Qualifications

 

In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, 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 circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

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, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal Matters" and elsewhere in the prospectus included in 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.

 

Yours faithfully

 

/s/Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

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Director's Certificate

 

26 August 2020

 

To:  Maples and Calder (Hong Kong) LLP
  26th Floor, Central Plaza
  18 Harbour Road
  Wanchai, Hong Kong

 

Dear Sirs

 

Baosheng Media Group Holdings Limited 宝盛传媒集团控股有限公司 (the "Company")

 

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

 

1The Pre-IPO Memorandum and Articles remain in full force and effect and, except as amended by the Shareholders' Resolutions adopting the IPO Memorandum and Articles, are otherwise unamended.

 

2The Directors' Resolutions were duly passed in the manner prescribed in Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

3The Shareholders' Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles and have not been amended, varied or revoked in any respect.

 

4The authorised share capital of the Company is US$50,000 divided into 100,000,000 shares of US$0.0005 each.

 

5The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

 

6The authorised share capital of the Company, with effect immediately prior to the completion of the Company's initial public offering of the Shares, will be US$50,000 divided into 100,000,000 shares of US$0.0005 each.

 

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7The shareholders of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement.

 

8The directors of the Company at the date of the Directors' Resolutions and this Certificate were and are as follows: GONG Sheng and ZHONG Wenxiu.

 

9Each director considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion.

 

10To the best of my knowledge and belief, having made due inquiry, other than the proceedings set forth in the Registration Statement on the Form F-1 submitted on July 10, 2020 (the “Registration Statement”) (Exhibit A), the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company. Nor have the directors or shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

 

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

 

[signature page follows]

 

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Signature:   /s/ Wenxiu Zhong  
   
Name: Wenxiu Zhong  
Title: Director  

 

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Signature:   /s/ Sheng Gong  
   
Name: Sheng Gong  
Title: Director  

 

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